Guzik on Regulation A+

Samuel S. Guzik has posted Regulation A+ Offerings - A New Era at the SEC on SSRN with the following abstract: 

On December 18, 2013, the Commissioners of the U.S. Securities and Exchange Commission authorized the issuance of proposed rules intended to implement Title IV of the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) — a provision widely labeled as “Regulation A Plus ” — and whose implementation was dependent upon SEC rulemaking. Title IV, entitled “Small Company Capital Formation”, was intended by Congress to expand the use of Regulation A — a little used exemption from a full blown SEC registration of securities which has been around for more than 20 years — by increasing the dollar ceiling from $5 million to $50 million. Both the scope and breadth of the SEC’s proposed rules, and the areas in which the SEC expressly seeks public comment, appear to represent an opening salvo by the SEC in what is certain to be a fierce, long overdue battle between the Commission and state regulators, the SEC determined to reduce the burden of state regulation on capital formation — a burden falling disproportionately on small business — and state regulators seeking to preserve their autonomy to review securities offerings at the state level.

This Paper analyzes what may very well be an historic turning point regarding the Commission's policies towards state regulation of federally registered offerings, by limiting or eliminating the power of state regulators to review registered offerings under Regulation A Plus, and the impact this may be expected to have on small business.