SEC proposes amendments to Regulation A to expand access to capital for smaller companies

On 18 December 2013, the Securities and Exchange Commission (SEC) proposed amendments to Regulation A under the Securities Act to implement a mandate under the Jumpstart Our Business Startups Act (JOBS Act) directing the SEC to adopt rules exempting offerings of up to $50m (£30m) of securities annually from Securities Act registration.

The amendments to Regulation A are intended to expand the existing exemption to increase access to capital for smaller companies. The current Regulation A permits unregistered public offerings of up to $5m of securities in a 12-month period under the small offering exemption from registration provided by Securities Act Section 3(b). The proposed rules would update the existing exemption under Section 3(b)(1) (as Section 3(b) has been redesignated) and new Section 3(b)(2) added by the JOBS Act by authorising two ‘tiers’ of offerings. ‘Tier 1’ would consist of offerings of up to $5m in a 12-month period currently covered by Regulation A, while ‘Tier 2’ would consist of offerings of up to $50m in a 12-month period. In a significant departure from the current exemptive scheme, the proposed rules contemplate pre-emption of state ‘blue-sky’ registration and qualification requirements for Tier 2 offerings.

The SEC proposed the new regulation in a 387-page release (No. 33-9497). Comments on the proposal are due by 60 days after publication of the rule release in the Federal Register…

If you are registered and logged in to the site, click on the link below to read the rest of the Hogan Lovells briefing. If not, please register or sign in with your details below.

Sign in or Register to continue reading this article

Sign in


It's quick, easy and free!

It takes just 5 minutes to register. Answer a few simple questions and once completed you’ll have instant access.

Register now

Why register to The Lawyer


Industry insight

In-depth, expert analysis into the stories behind the headlines from our leading team of journalists.


Market intelligence

Identify the major players and business opportunities within a particular region through our series of free, special reports.


Email newsletters

Receive your pick of The Lawyer's daily and weekly email newsletters, tailored by practice area, region and job function.

More relevant to you

To continue providing the best analysis, insight and news across the legal market we are collecting some information about who you are, what you do and where you work to improve The Lawyer and make it more relevant to you.

Briefings from Hogan Lovells

View more briefings from Hogan Lovells

Analysis from The Lawyer

View more analysis from The Lawyer


Atlantic House
Holborn Viaduct

Turnover (£m): 1,098.00
No. of lawyers: 2,313 (UK 200)
Jurisdiction: UK
No. of offices: 8
No. of qualified lawyers: 219 (International 50)
No. of partners: 56