On May 22, 2015, William F. Galvin, the Secretary of the Commonwealth of Massachusetts, filed a petition for review in the U.S. Court of Appeals for the District of Columbia Circuit seeking court review of the portion of SEC's Regulation A+ rules which relate to preempting state law. Galvin requests that the Court hold that the SEC's rule is arbitrary, capricious and otherwise not in accordance with the Administrative Procedures Act, the Securities Act of 1933 and other law. The petitioner also requests vacatur of the rule and its requirements, issuance of a permanent injunction prohibiting the Commission from implementing and enforcing the rule, and other relief that the Court deems appropriate.
The final Regulation A+ rules provide that Tier 2 offerings will not be subject to state review if the securities are sold to "qualified purchasers" or listed on a national securities exchange. The final rule defines the term "qualified purchaser" in a Regulation A offering to include all offerees and purchasers in a Tier 2 offering. The final Regulation A+ rules are scheduled to go into effect on June 19, 2015.
Because of the generality of this update, the information provided herein may not be applicable in all situations and should not be acted upon without specific legal advice based on particular situations.
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