October 4, 2017
On September 20, 2017, the SEC updated several Securities Act Rules Compliance and Disclosure Interpretations (C&DIs) to reflect recent amendments to Rule 147 and Rule 504, the repeal of Rule 505, and certain “non-substantive” changes. In addition, the SEC withdrew some C&DIs regarding Regulation D, as they “do not directly relate to the Commission’s current rules.”
For our analysis on the modernization of Rule 147, the amendment of Rule 504 and the repeal of Rule 505, please see our previous Client Alerts published on April 17, 2017, December 1, 2016, and November 28, 2016.
The SEC provided the following new substantive guidance:
Rule 147 – Intrastate Offers and Sales
Rules 503 and 503T – Filing of Notice of Sales
Rule 504 – Exemption for Limited Offerings and Sales of Securities Not Exceeding $5,000,000
In addition, the SEC withdrew several Regulation D C&DIs that “do not directly relate to the Commission’s current rules.” Questions 258.04, 259.01 through 259.05, 260.02, 541.02, and 659.01 were removed.
The SEC also made changes to other Rule 147 and Regulation D C&DIs to correct outdated rule and statutory references and to make other “non-substantive” changes. Each of the C&DIs that were non-substantively changed is marked with an asterisk rather than a September 20, 2017 date.
The complete set of Securities Act Rules C&DIs is available at: https://www.sec.gov/divisions/corpfin/guidance/securitiesactrules-interps.htm.
If you have questions regarding this publication, please call any of the lawyers listed below or your regular Nelson Mullins contact:
Jeff Allred: 404.322.6101 or at firstname.lastname@example.org
Neil Grayson: 864.250.2235 or at email@example.com
John Jennings: 864.250.2207 or at firstname.lastname@example.org
Janis Kerns: 202.712.2813 or email@example.com
Daniel Nunn: 904.665.3601 or at firstname.lastname@example.org
Jim Rollins: 617.573.4722 or at email@example.com
Brennan Ryan: 404.322.6218 or at firstname.lastname@example.org
Douglas Spear: 404.322.6266 or at email@example.com
Jon Talcott: 202.712.2806 or at firstname.lastname@example.org
Charles Vaughn: 404.322.6189 or at email@example.com
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