Developments in Securities Regulation, Corporate Governance, Capital Markets, M&A and Other Topics of Interest. MORE

As required by the Economic Growth, Regulatory Relied and Consumer Protection Act, the SEC has adopted final rules which will permit public companies to rely on the exemption from registration to offer securities in amounts of up to $50 million afforded by Regulation A. The new rules will be effective upon publication in the Federal Register. That has not yet occurred, presumably as a result of the government shutdown.

In addition to deleting the prohibition in the rules which prevents public companies from using Regulation A, the final rules specify that the duty to file periodic reports under Regulation A is met if:

  • the issuer is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, and
  • as of the due date of Regulation A required periodic reports, the issuer has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the 12 months (or such shorter period that the registrant was required to file such reports) preceding such due date.