SEC on Reg A Offerings

Last week the SEC finally released definitive rules, under the 2010 Jobs Act, to permit Regulation A offerings of up to $50M by unregistered issuers, significantly advancing the scope of permitted offerings (now capped at $5M).  The lesser disclosure requirements and greater speed of Reg A offerings has been attractive, in theory, to issuers; but in practice, the low cap and the lack of relief from concurrent State regulation, has made Reg A the orphan child of large placement practice.  These two impediments seemingly have been removed. Commentary from SEC Commissioners suggests that not all problems have been solved, including how Reg A integrates with the ’34 Act and how disclosure does, or rather does not, qualify for permitting resale of securities under Rule 144.  Over the next few days, as final copies circulate, the details can be filed in.  But Reg A, in the right circumstance, looks like a viable additional tool in capital formation for emerging companies where other exemptions (notably Reg D) today dominate the market. And finally, looks like smaller Reg A offerings (under $5M) remain subject to state review, a curious result throwing these smaller offerings back into prior law.

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