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February 3, 2016

Crowdfunding: SEC Approves FINRA’s Portal Rules (& 1st Portal Files With the SEC)

As Steven Quinlivan notes in this blog, the first crowdfunding portal has filed to be registered with the SEC – and as noted in this MoFo blog, the SEC recently approved FINRA’s funding portal rules that were subject to technical amendments a few weeks ago – and FINRA issued Regulatory Notice 16-06, which provides an overview of the new Funding Portal Rules.

Last week, the SEC’s Division of Trading & Markets posted this “Funding Portal Registration Guide: A Small Entity Compliance Guide“…

Webcast: “Conflict Minerals – Tackling Your Next Form SD”

Tune in tomorrow for the webcast – “Conflict Minerals: Tackling Your Next Form SD” – to hear our own Dave Lynn of Morrison & Foerster, Ropes & Gray’s Michael Littenberg, Elm Sustainability Partners’ Lawrence Heim and Deloitte’s Christine Robinson discuss what you should now be considering as you prepare your Form SD for 2016. Get ready for the webcast with this commentary from Lawrence entitled “Why Your Conflict Minerals Policy Isn’t Good Enough for 2016“…

NASAA Proposes Rule for Tier 2 Regulation A Offerings

Here’s this blog from Morrison & Foerster’s Joanne Sur and Ze’-ev Eiger:

On January 27, 2016, the Corporation Finance Section of the North American Securities Administrators Association (NASAA) requested comments on a proposed model rule and uniform notice filing form aimed at simplifying the state notification requirements for Regulation A Tier 2 offerings. One of the most significant concerns regarding the proposed amendments to Regulation A was the requirement to comply with state securities laws. At the time the amendments to Regulation A were proposed, there was no coordinated review process by the states for Regulation A offerings. The final rules amending Regulation A, adopted on March 25, 2015, provide that Tier 1 offerings (for smaller offerings up to $20 million in any 12-month period) will remain subject to state securities law requirements, but Tier 2 offerings (for offerings up to $50 million) will not be subject to state review if the securities are sold to “qualified purchasers” or listed on a national securities exchange. Although the final rules define the term “qualified purchaser” in a Regulation A offering to include all offerees and purchasers in a Tier 2 offering, states continue to have authority to require filing of offering materials and enforce anti-fraud provisions in connection with a Tier 2 offering.

The NASAA’s proposed rule would require Regulation A Tier 2 issuers to file basic information about the issuer and the offering on a short notice form and pay a filing fee that can be used for filings in multiple jurisdictions. A consent to service of process also is included in the notice form so that a separate Form U-2 filing for consent to service of process for each applicable jurisdiction is not necessary. Issuers also can incorporate by reference into the notice form those documents filed on the SEC’s Electronic Data Gathering, Analysis, and Retrieval (EDGAR) system. Issuers would be required to submit the notice form at least 21 calendar days prior to the initial sale and the notice form would be effective for 12 months from the date of filing. Issuers can amend or renew the notice form for an additional 12-month period if the same offering is continued.

Broc Romanek