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GAO-13-817R 1 (2013-08-08)

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G      A     O       U.S. GOVERNMENT ACCOUNTABILITY OFFICE
441 G St. N.W.
Washington, DC 20548


B-325015


August 8, 2013

The Honorable Tim Johnson
Chairman
The Honorable Michael D. Crapo
Ranking Member
Committee on Banking, Housing, and Urban Affairs
United States Senate

The Honorable Jeb Hensarling
Chairman
The Honorable Maxine Waters
Ranking Member
Committee on Financial Services
House of Representatives

Subject: Securities and Exchange Commission: Disqualification of Felons and Other Bad
        Actors From Rule 506 Offerings

Pursuant to section 801 (a)(2)(A) of title 5, United States Code, this is our report on a major rule
promulgated by the Securities and Exchange Commission (Commission) entitled
Disqualification of Felons and Other 'Bad Actors' From Rule 506 Offerings (RIN: 3235-AK97).
We received the rule on July 11, 2013. It was published in the Federal Register as a final rule
on July 24, 2013. 78 Fed. Reg. 44,730.

The final rule adopts amendments to the Commission rules to implement Section 926 of the
Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (Dodd-Frank Act).1
Section 926 requires the Commission to adopt rules that disqualify securities offerings involving
certain felons and other 'bad actors' from reliance on Rule 506 of Regulation D. The rules
must be substantially similar to Rule 262 under the Securities Act, which contains the
disqualification provisions of Regulation A under the Securities Act, and must also cover matters
enumerated in Section 926 of the Dodd-Frank Act (including certain state regulatory orders and
bars). The stated effective date for this final rule is September 23, 2013.

Enclosed is our assessment of the Commission's compliance with the procedural steps required
by section 801 (a)(1)(B)(i) through (iv) of title 5 with respect to the rule. Our review of the
procedural steps taken indicates that the Commission complied with the applicable
requirements.




1 Pub. L. No. 111-203, § 926, 124 Stat. 1376, 1851 (July 21, 2010) (codified at 15 U.S.C. 77d note).


GAO-13-817R

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