SEC Expands Intrastate Offering Exemption, Proposes Amending Proxy Rules (With Delta Strategy Group Summary)

The SEC expanded the registration exemption for intrastate offerings, and proposed amendments to proxy requirements that would require the use of universal proxy cards.

The SEC voted to adopt changes concerning exemptions to facilitate intrastate and regional securities offerings (new Securities Act Rule 147A, Securities Act Rule 147, Securities Act Rule 504, repeal of  Securities Act Rule 505). These changes include (among others):  

• a requirement that the issuer must have its "principal place of business" in-state and satisfy at least one "doing business" requirement;
• a new "reasonable-belief" standard for issuers to use when determining the residence of the purchaser at the time of the sale of securities;