On November 2, 2020, the U.S. Securities and Exchange Commission
(SEC) adopted amendments to its rules to facilitate capital raising
in exempt offerings under the Securities Act of 1933 (the
Securities Act). These amendments increase clarity and flexibility
in the conduct of offerings, harmonize disclosure requirements and
expand some exemptions. These amended rules take effect 60 days
after publication in the Federal Register.
The main areas addressed by the amendments include:
- Integration principles and
application. Integration doctrine seeks to prevent an issuer
from avoiding registration by artificially dividing a single
offering into multiple offerings. The amendments increase the
flexibility for an issuer to conduct multiple offerings either
simultaneously or close in time without integration.
