TheCorporateCounsel.net

Yesterday, in another signal that the SEC is focusing on capital raising right now, the Corp Fin Staff released a batch of updates to Compliance & Disclosure Interpretations that relate to the simplified exempt offering framework adopted by the SEC way back in 2020. Better late than never!

In total, there are 24 interpretations that have been revised / withdrawn / newly issued. Here are a few of the topics addressed:

– Reg A draft offering statements

– Use of Reg D by foreign issuers

– Reg D definitions

– Application of general solicitation rules to “angel networks” and “demo days”

– Crowdfunding communications and advertising

Here’s the big ole’ line-item list of affected CDIs:

Securities Act Rules C&DIs (UPDATED 3/12/25)

Section 182. Rules 251 to 263

Revised Question 182.01

Revised Question 182.02

Withdrew Question 182.04

Withdrew Question 182.06

Revised Question 182.10

Withdrew Question 182.17

Section 254. Regulation D Interpretations of General Applicability

Revised Question 254.02

Section 255. Rule 501 — Definitions and Terms Used in Regulation D

Revised Question 255.33

Section 256. Rule 502 — General Conditions to be Met

Withdrew Question 256.09

Revised Question 256.15

Revised Question 256.27

Revised Question 256.33

New Question 256.35

New Question 256.36

Section 257. Rules 503 and 503T– Filing of Notice of Sales

Withdrew Question 257.01

Section 258. Rule 504 — Exemption for Limited Offerings and Sales of Securities Not Exceeding $10,000,000

Withdrew Question 258.05

Section 260. Rule 506 — Exemption for Limited Offers and Sales Without Regard to Dollar Amount of Offering

Withdrew Question 260.05

Withdrew Question 260.33

Withdrew Question 260.34

Securities Act Sections C&DIs (UPDATED 3/12/25)

Section 234. Securities Act Section 4(2)

Revised Section 234.02

Regulation Crowdfunding C&DIs (UPDATED 3/12/25)

Rule 100: Crowdfunding exemption and requirements

Revised Question 100.01

Revised Question 100.02

Rule 204: Advertising

Revised Question 204.01

Securities Act Forms C&DIs (UPDATED 3/12/25)

Section 130. Form D

Withdrew Question 130.11

– Liz Dunshee