About | HeinOnline Law Journal Library | HeinOnline Law Journal Library | HeinOnline
LOG IN
LOG IN

GAO-15-577R 1 (2015-05-05)

handle is hein.gao/gaobadrct0001 and id is 1 raw text is: cO U.S. GOVERNMENT ACCOUNTABILITY OFFICE 441 G St. N.W. Washington, DC 20548 B-326886 May 5, 2015 The Honorable Richard Shelby Chairman The Honorable Sherrod Brown 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: Amendments for Small and Additional Issues Exemptions Under the Securities Act (Regulation A) Pursuant to section 801 (a)(2)(A) of title 5, United States Code, this is our report on major rules promulgated by the Securities and Exchange Commission (Commission) entitled Amendments for Small and Additional Issues Exemptions Under the Securities Act (Regulation A) (RIN: 3235-AL39). We received the rules on March 30, 2015. They were published in the Federal Register as final rules on April 20, 2015. The final rules are effective on June 19, 2015. 80 Fed. Reg. 21,806. The final rules adopt amendments to Regulation A and other rules and forms to implement section 401 of the Jumpstart Our Business Startups (JOBS) Act. Section 401 of the JOBS Act added section 3(b)(2) to the Securities Act of 1933, which directs the Commission to adopt rules exempting from the registration requirements of the Securities Act offerings of up to $50 million of securities annually. The final rules build on current Regulation A and preserve, with some modifications, existing provisions regarding issuer eligibility, offering circular contents, testing the waters, and bad actor disqualifications. The final rules modernize the Regulation A filing process for all offerings, align practice in certain areas with prevailing practice for registered offerings, create additional flexibility for issuers in the offering process, and establish an ongoing reporting regime for certain Regulation A issuers. The rules contain certain additional requirements for Tier 2 offerings (such as a requirement to include audited financial statements in the offering documents and to file annual, semiannual, and current reports with the Commission). With the exception of securities that will be listed on a national securities exchange upon qualification, purchasers in Tier 2 offerings must either be accredited investors, as that term is defined in Rule 501(a) of Regulation D, or be subject to certain limitations on their investment. In consideration of the total package of investor protections in Tier 2 offerings, the final rules also provide for the preemption of state securities law registration and qualification requirements in Tier 2 offerings. GAO-15-577R

What Is HeinOnline?

HeinOnline is a subscription-based resource containing thousands of academic and legal journals from inception; complete coverage of government documents such as U.S. Statutes at Large, U.S. Code, Federal Register, Code of Federal Regulations, U.S. Reports, and much more. Documents are image-based, fully searchable PDFs with the authority of print combined with the accessibility of a user-friendly and powerful database. For more information, request a quote or trial for your organization below.



Contact us for annual subscription options:

Contact Us

Already a HeinOnline Subscriber?

Log In

profiles profiles most