SEC Proposes to Streamline and Modernize Its Exempt Offering Rules

SEC Proposes to Streamline and Modernize Its Exempt Offering Rules

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Last week, the Securities and Exchange Commission (SEC) proposed amendments to streamline and improve the exempt offering framework. The release acknowledged that the existing regulatory scheme is a patchwork that has been built over decades, which has a negative impact on our markets. Accordingly, the amendments are intended to: (1) encourage capital formation and increase investment opportunities, and (2) preserve and enhance investor protections.

This is the latest in the SEC’s efforts to address these issues from a regulatory standpoint. For example, as part of the JOBS Act, the SEC allowed general solicitation for private offerings in certain, specified circumstances. More recently, the agency proposed rules to expand the categories of persons or entities that would be considered accredited investors, a move that many found surprising.

Generally, securities offerings must be registered with the SEC, which is a lengthy and expensive process. Once registered, public companies have significant filing and compliance requirements. However, there are a number of exemptions to registration which should help companies raise money at all stages – from early financing rounds to initial public offerings.

Unfortunately, each of the exemptions has different requirements, which can be confusing at best or create serious compliance pitfalls at worst. Not to mention the time and cost that goes into assessing the benefits and downsides of the exemptions for a given company. Naturally, this situation negatively impacts companies’ ability to raise capital and reduces the opportunities for investors.

Among other things, the proposed amendments would:

  • In a single rule, allow companies to move from one exemption to another, and ultimately to a registered offering, providing more certainty as companies grow.
  • Increase the offering limits for Regulation A, Regulation Crowdfunding and Rule 504 offerings, and update certain individual investment limits.
  • Provide clarity and consistency in the rules around offering communications between investors and companies. These would permit certain “demo day” activity without violating the limits on general solicitation.
  • Reduce the differences between exemptions with respect to disclosure and eligibility requirements and bad actor disqualification provisions.

The public comment period for the proposed rule amendments will remain open for 60 days following publication of the release in the Federal Register.

Click here to read the SEC’s full release.

 

 

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Darren Mooney

Partner and Co-Head of Business Development

Darren Mooney is a Partner and the Co-Head of Business Development at Greyline. Before joining Greyline, Darren served as deputy chief compliance officer of Partner Fund Management where he held primary responsibility for the compliance program of the second-largest hedge fund in the Bay Area. Prior to that, Darren spent five years providing compliance consulting services at Cordium and then ACA Compliance Group, where he led the company’s San Francisco office and west coast operations. In addition to providing ongoing consulting services to a variety of investment managers, including hedge fund, private equity, venture capital, real estate, quantitative and other wealth managers, Darren also regularly guided clients through the SEC registration process, implemented tailored compliance programs, supported clients’ live SEC exams, and served as an SEC-mandated independent compliance consultant following an SEC enforcement action. Darren’s other experience includes serving as deputy chief compliance officer and associate counsel at F-Squared Investments where he directly supported the compliance program during the investigation and subsequent enforcement regarding historical advertising practices. Darren has a B.S. in Economics from the University of Delaware and a J.D. from Suffolk University Law School. He is a member of the Massachusetts bar.

Annie Kong

Partner and Head of Venture Capital
Annie Kong is a Partner and Head of the Venture Capital Division at Greyline. She provides ongoing compliance consulting to investment advisers and manages client relationships. Prior to joining Greyline, Annie was part of compliance and operations at a long-only manager-of-managers that advised pension fund clients. While there, she conducted compliance and operational due diligence on SEC-registered investment advisers on the platform. She also oversaw and counseled on various legal matters across the firm. Annie has a B.A. in Economics from the University of California, San Diego, and a J.D. from the University of San Diego School of Law. She is an active member of the State Bar of California.
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