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SEC Announces Meeting to Adopt Title II Rules Under JOBS Act


The SEC has announced that it will hold a meeting on July 10, 2013 to:

  • Consider whether to adopt amendments to eliminate the prohibition against general solicitation and general advertising in certain securities offerings conducted pursuant to Rule 506 of Regulation D under the Securities Act and Rule 144A under the Securities Act, as mandated by Section 201(a) of the Jumpstart Our Business Startups Act;
  • Consider whether to propose amendments to Regulation D, Form D and Rule 156 under the Securities Act. The proposed amendments are intended to enhance the Commission's ability to evaluate changes in the market and to address the development of practices in Rule 506 offerings; and
  • Consider whether to adopt amendments to disqualify securities offerings involving certain "felons and other 'bad actors'" from reliance on the exemption from Securities Act registration pursuant to Rule 506 as mandated by Section 926 of the Dodd-Frank Wall Street Reform and Consumer Protection Act.

These proposed rules implement Title II of the JOBS Act and would move forward the implementation of the Dodd-Frank Act but would not implement securities-based crowdfunding (as that would requirement the implementation of rules under Title III of the JOBS Act).

In a related development, FINRA has announced that it will consider adopting rules to govern crowdfunding portals as contemplated by the JOBS Act. FINRA will likely be the "self-regulatory organization" (or "SRO") selected by the SEC to govern crowdfunding portals as required by Title III of the JOBS Act. FINRA's action to adopt rules also represents a step forward towards the implementation of securities-based crowdfunding.


Any word on what, if anything, came out of the SEC meeting?


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Rafael Mangual
Project Manager,
Legal Policy

Manhattan Institute


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The Manhattan Insitute's Center for Legal Policy.