The Securities and Exchange Commission recently released the final report from the 2018 Government-Business Forum on Small Business Capital Formation.  The report highlights the recommendations of attendees in ranked order for actions to be taken by the SEC.  The Report includes, as the first priority recommendation, amendments to the definition of "accredited investor" in order to maintain the net worth and net income thresholds, but expand the categories to include individuals with certain licenses or professional designations.  The second priority includes additional reporting, disclosure and registration simplification and modernization measures, such as increasing the cap for smaller issuers under the Form S-3 "baby shelf" rules and allowing incorporation by reference in registration statements on Form S-4 for smaller issuers.  Priority 3A is harmonizing the framework for exempt offerings.  Priority 3B suggests adopting an exemption from broker-dealer registration from finders and codifying a rule for M&A brokers consistent with the Staff no-action letter.  Priority 5 requests additional guidance on general solicitation as it relates to offerings made in close proximity to one another.  Priority 6 recommends regulation of proxy advisory firms.  Priority 7 recommends revamping Regulation Crowdfunding.  Priority 8A includes recommendations relating to amendments to Regulation A and guidance for broker-dealers and other regulated entities in connection with Regulation a offerings.   Regulation 8B recommends revisiting the rules and requirements for secondary trading of OTC securities.  Priority 10 relates to addressing the acquired fund fees and expenses, or AFFE, disclosures for business development companies.  You can access the full Report here.

Visit us at mayerbrown.com

Mayer Brown is a global legal services provider comprising legal practices that are separate entities (the "Mayer Brown Practices"). The Mayer Brown Practices are: Mayer Brown LLP and Mayer Brown Europe – Brussels LLP, both limited liability partnerships established in Illinois USA; Mayer Brown International LLP, a limited liability partnership incorporated in England and Wales (authorized and regulated by the Solicitors Regulation Authority and registered in England and Wales number OC 303359); Mayer Brown, a SELAS established in France; Mayer Brown JSM, a Hong Kong partnership and its associated entities in Asia; and Tauil & Chequer Advogados, a Brazilian law partnership with which Mayer Brown is associated. "Mayer Brown" and the Mayer Brown logo are the trademarks of the Mayer Brown Practices in their respective jurisdictions.

© Copyright 2019. The Mayer Brown Practices. All rights reserved.

This Mayer Brown article provides information and comments on legal issues and developments of interest. The foregoing is not a comprehensive treatment of the subject matter covered and is not intended to provide legal advice. Readers should seek specific legal advice before taking any action with respect to the matters discussed herein.