On February 17, 2017, the Securities and Exchange Commission (SEC) and the North America Securities Administrators Association (NASAA) entered into an information-sharing agreement in connection with intrastate crowdfunding and regional offering rules. As these new rules begin to take effect, NASAA and the SEC plan to share information regarding their observations of the new capital-raising regimes.

Last fall, the SEC finalized rules amending Rule 147 to modernize the intrastate offering safe harbor under Section 3(a)(11) of the Securities Act of 1933.  The Rule 147 amendments arrived as many states begin to implement crowdfunding regimes that allow small business owners to raise capital using websites and social media.

In his remarks at the post-signing press conference, acting SEC chair Michael Piwowar stated, “The agreement signed by the SEC and NASAA is intended to facilitate the sharing of information to ensure that the new exemptions are serving their intended purpose of facilitating access to capital for small businesses. Under the memorandum of understanding, federal and state securities regulators will be better able to monitor the effects of the new rules and also guard against fraud.”

NASAA President and Minnesota Commissioner of Commerce Mike Rothman added, “This agreement will strengthen collaboration among state and federal securities regulators to help expand small-business investment opportunities while also protecting investors . . . . Ongoing dialogue is essential to carry out our responsibilities going forward.”

ABOUT STINSON LEONARD STREET

Stinson Leonard Street LLP provides sophisticated transactional and litigation legal services to clients ranging from individuals and privately held enterprises to national and international public companies. As one of the 100 largest firms in the U.S., Stinson Leonard Street has offices in 13 cities, including Minneapolis, Mankato and St. Cloud, MN; Kansas City, St. Louis and Jefferson City, MO; Phoenix, AZ.; Denver, CO; Washington, D.C.; Decatur, IL; Wichita, KS; Omaha, NE; and Bismarck, ND.

Drew Kuettel is a member of the firm’s corporate finance group.  Drew works in the firm’s Minneapolis office and can be reached at andrew.kuettel@stinson.com or 612.335.1743.