The SEC adopted final rules which the SEC believes
harmonizes, simplifies, and improves the complex exempt offering
framework.
The amendments generally:
- Establish more clearly, in one broadly applicable rule, the
ability of issuers to move from one exemption to another;
- increase the offering limits for Regulation A, Regulation
Crowdfunding, and Rule 504 offerings, and revise certain individual
investment limits;
- set clear and consistent rules governing certain offering
communications, including permitting certain
“test-the-waters” and “demo day”
activities; and
- harmonize certain disclosure and eligibility requirements and
bad actor disqualification provisions.
The amendments establish a new integration framework that
provides a general principle that looks to the particular facts and
circumstances of two or more offerings, and focuses the analysis on
whether the issuer can establish that each offering either complies
with the registration
