No Easy A: SEC Proposes Rules For Regulation A+

In the last of its major rulemaking proposals under the JOBS Act, on December 18, 2013, the U.S. Securities and Exchange Commission (SEC) voted to publish proposed rules to modify and develop Regulation A, the so-called (and little-used) "small offering exemption." The new proposal is required by the Jumpstart Our Business Startups Act of 2012 (JOBS Act) and will be open for a 60-day comment period. The proposed rules would modify and expand Regulation A, which currently exempts from SEC registration offerings of securities of up to $5 million within a 12-month period. The new Regulation A will increase this maximum to $50 million, and allow for the first time for state securities law pre-emption in certain circumstances when offering more than $5 million and following the Tier 2 protocol, as described below.