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ARTICLE · 05 NOVEMBER 2020

Exempt Offering Framework Amendments

Mayer Brown
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On November 2, 2020, the U.S. Securities and Exchange Commission (SEC) voted to adopt amendments proposed in March 2020 that harmonize and modernize the exempt offering framework...

United StatesCorporate/Commercial Law
Laura Richman
Laura Richman
Anna T. Pinedo
Anna T. Pinedo
Brian D. Hirshberg
Brian D. Hirshberg
Michael Hermsen
Michael Hermsen
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On November 2, 2020, the U.S. Securities and Exchange Commission (SEC) voted to adopt amendments proposed in March 2020 that harmonize and modernize the exempt offering framework (referred to as the Amendments). As with several other recent votes to adopt rule proposals, the SEC Commissioners split their vote, with two Commissioners voting against the Amendments.

As we have noted in many prior client alerts, the amount of capital raised in exempt offerings in the United States vastly exceeds the amount raised in SEC-registered offerings. In its proposing release, the SEC noted that in 2019, registered offerings accounted for $1.2 trillion of new capital, compared to $2.7 trillion that was estimated to have been raised in exempt offerings. Given that the statistics collected and analyzed by the SEC's Division of Economic Risk and Analysis (DERA) rely on Form D filings, it is likely that the amounts attributable to exempt offerings are grossly understated for several

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This Mayer Brown article provides information and comments on legal issues and developments of interest. The foregoing is not a comprehensive treatment of the subject matter covered and is not intended to provide legal advice. Readers should seek specific legal advice before taking any action with respect to the matters discussed herein.

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