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GAO-16-255R 1 (2015-11-25)

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


B-327559


November 25, 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: Crowdfunding

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 (the Commission)
entitled Crowdfunding (RIN: 3235-AL37). We received the rule on November 2, 2015.
It was published in the Federal Register as a final rule on November 16, 2015. 80 Fed.
Reg. 71,388.

The final rule implements title III of the Jumpstart Our Business Startups Act (JOBS
Act).1 Specifically, this final rule governs the offer and sale of securities under section
4(a)(6) of the Securities Act of 1933.2 This rule also provides a framework for the
regulation of registered funding portals and broker-dealers that issuers are required to
use as intermediaries in the offer and sale of securities in reliance on section 4(a)(6). In
addition, this rule, according to the Commission, conditionally exempts securities sold
pursuant to section 4(a)(6) from certain registration requirements.

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. 112-106, §§ 301-305, 306, 315-323 (2012).
2 15 U.S.C. § 77d(a)(6).


GAO-16-255R

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