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B-330769 1 (2019-02-14)

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


B-330769


February 14, 2019

The Honorable Mike Crapo
Chairman
The Honorable Sherrod Brown
Ranking Member
Committee on Banking, Housing, and Urban Affairs
United States Senate

The Honorable Maxine Waters
Chairwoman
The Honorable Patrick McHenry
Ranking Member
Committee on Financial Services
House of Representatives

Subject: Securities and Exchange Commission: Conditional Small Issues Exemption Under the
        Securities Act of 1933 (Regulation A)

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 Conditional
Small Issues Exemption Under the Securities Act of 1933 (Regulation A) (RIN 3235-AM42).
We received the rule on December 21, 2018. It was published in the Federal Register as a final
rule on January 31, 2019. 84 Fed. Reg. 520. The effective date of the final rule was
January 31, 2019.

The final rule adopts amendments to 17 C.F.R. § 230.251 and 17 C.F.R. § 230.257 under the
Securities Act of 1933, which are a part of Regulation A. Regulation A provides an exemption
from registration under the Securities Act for offerings of securities up to $50 million. As
mandated by the Economic Growth, Regulatory Relief, and Consumer Protection Act, the
amendments permit entities subject to the reporting requirements of section 13 or 15(d) of the
Securities Exchange Act of 1934 to use Regulation A, and the amendments revise Regulation A
to provide that entities meeting the reporting requirements of the Exchange Act will be deemed
to have met the reporting requirements of Regulation A. The rule also makes conforming
changes to Form 1-A.

The Congressional Review Act requires a 60-day delay in the effective date of a major rule from
the date of publication in the Federal Register or receipt of the rule by Congress, whichever is
later. 5 U.S.C. § 801(a)(3)(A). The Senate received the final rule on January 2, 2019.
165 Cong. Rec. S101 (daily ed. January 9, 2019). The Congressional Record does not reflect
the date of receipt by the House of Representatives. It was published in the Federal Register
on January 31, 2019, and has a stated effective date of January 31, 2019. 84 Fed. Reg. 520.
Therefore, the final rule does not have the required 60-day delay in effective date.

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