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ARTICLE · 04 JULY 2016

SEC Prevails In Regulation A+ Litigation

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Regulation A+, which became effective on March 25, 2015, permits the offering of up to $50,000,000 in securities in any twelve-month period, subject to the certain requirements (a "Tier 2 Offering").

United StatesCorporate/Commercial Law
John Hempill
John Hempill
Kevin Rogan
Kevin Rogan
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Regulation A+, which became effective on March 25, 2015, permits the offering of up to $50,000,000 in securities in any twelve-month period, subject to the certain requirements (a "Tier 2 Offering").  Tier 2 Offerings are not subject to state securities laws registration and qualification requirements due to federal preemption provided by Section 18 of the National Securities Market Improvement Act of 1996 (NSMIA) because such securities are offered or sold to a "qualified purchaser" (as defined by the  Commission).

When the proposed rules for Regulation A+ were issued by the SEC, several states filed comment letters raising concerns about federal preemption.  Once final rules for Regulation A+ were adopted, the Montana State Auditor Monica Lindeen  filed a motion on behalf of the Montana Commissioner of Securities and Insurance ("MCSI") to stay its enactment of Regulation A+, which the SEC denied.  As a result, on April 14, 2016, the Assistant Attorney General

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