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SEC staff publishes C&DIs on Securities Act rules

  • SEC (US Securities and Exchange Commission) Image

Nov 17, 2016

The staff in the SEC’s Division of Corporation Finance has updated its compliance and disclosure interpretations (C&DIs) related to Regulations A and D of the Securities Act rules.

The C&DIs address the following questions:

  • Whether “an issuer that seeks to qualify an additional class of securities by post-qualification amendment to a previously qualified offering statement” is required to disclose “only the additional class of securities for which qualification is being sought” (Question 182.12).
  • How issuers “calculate whether the change in price in an offering exceeds 20% of the maximum aggregate offering price” (Question 182.13).
  • Whether “an issuer seeking to rely on Regulation A [may] omit financial information for historical periods if it reasonably believes that those financial statements will not be required at the time of the qualification of the Form 1-A” (Question 182.14).
  • Whether “the factors listed in the Note to Rule 502(a) [are] the sole means by which the issuer determines whether all of the offers and sales constitute a single offering.” (Question 256.34).

For more in­for­ma­tion, see the Securities Act rules C&DI page on the SEC’s Web site.

Correction list for hyphenation

These words serve as exceptions. Once entered, they are only hyphenated at the specified hyphenation points. Each word should be on a separate line.