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GAO-17-278R 1 (2016-12-05)

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


B-328616


December 5, 2016

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
Comm ittee on Financial Services
House of Representatives

Subject: Securities and Exchange Commission: Exemptions To Facilitate Intrastate and
        Regional Securities 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 (the Commission) entitled
Exemptions To Facilitate Intrastate and Regional Securities Offerings (RIN: 3235-AL80). We
received the rule on October 28, 2016. It was published in the Federal Registeras a final rule
on November 21, 2016, with effective dates ranging from January 17, 2017, to May 22, 2017.
81 Fed. Reg. 83,494.

The final rule amends the Commission's Rule 147, which provides a safe harbor for compliance
with the exemption from registration for intrastate securities offerings. The rule also establishes
a new intrastate offering exemption, designated Rule 147A, which is similar to the amended
Rule 147, but will have no restriction on offers and will allow issuers to be incorporated or
organized outside of the state in which the intrastate offering is conducted provided certain
conditions are met. The Commission designed this final rule to facilitate capital formation,
including through offerings relying upon intrastate crowdfunding provisions under state
securities laws, while maintaining appropriate investor protections and providing state securities
regulators with the flexibility to add additional investor protections they deem appropriate for
offerings within their state.

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 com plied with the applicable
requirements.


GAO-1 7-278R

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