SEC Rule Amendments Aim To Improve Exempt Offering Framework

Summary

Recent Securities and Exchange Commission rule amendments for exempt offerings are intended to harmonize registration exemptions to eliminate complexity and facilitate access to capital and investment—while preserving or enhancing important investor protections, the SEC says.

The Upshot

• The recent amendments to rules promulgated under securities laws address inefficiencies in the current framework in a manner "that will facilitate capital formation for small and medium-size businesses and benefit investors for years to come," SEC Chair Jay Clayton stated.
• 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" when analyzing whether the issuer can show that each offering either complies with the registration requirements under the Securities Act or qualifies for an exemption.