SEC Proposes Amendments to Modernize and Expand Eligibility for Intrastate Securities Offerings

The U.S. Securities and Exchange Commission has recently issued proposed amendments to modernize and to expand Rule 147 under the Securities Act of 1933, which provides a safe harbor for intrastate offerings exempt from registration pursuant to Securities Act Section 3(a)(11).  The text of SEC Release No. 33-9973 is available here.  The amendments are aimed at modifying certain regulatory requirements of the rule that are no longer compatible with evolving business practices and communication technologies, which have resulted for some time in limiting the utility of the rule for intrastate offerings, particularly in offerings by issuers seeking to raise capital through recently adopted state crowdfunding securities laws.  The amendments would eliminate the current restriction on offers via online advertising, while continuing to require that sales be made only to residents of the issuer’s state.  The amendments would also redefine what it means to be an “intrastate offering” and ease some of the issuer eligibility requirements in the rule, making the rule available to a greater number of businesses.  The firm's full Client Alert can be found here.

Add a comment

Type the following characters: november, foxtrot, niner, romeo

* Indicates a required field.

Subscribe

Recent Posts

Contributors

Archives

Jump to Page

Necessary Cookies

Necessary cookies enable core functionality such as security, network management, and accessibility. You may disable these by changing your browser settings, but this may affect how the website functions.

Analytical Cookies

Analytical cookies help us improve our website by collecting and reporting information on its usage. We access and process information from these cookies at an aggregate level.