Defining Issues | June 2019

SEC seeks input on securities offering exemptions

The SEC is reviewing its framework to evaluate if changes are needed for exempt security offerings. The SEC believes issuers and investors would benefit from a comprehensive review to simplify and harmonize the exemption rules for private security offerings. 


Release Nos. 33-10649; 34-86129; File No. S7-08-19

  • Issuers contemplating an exempt securities offering, including investment companies

Effective dates

  • Comments are due 90 days after publication in the Federal Register

Key impacts

The Securities Act of 1933 requires issuers to register every sale of securities, unless an exemption is available.  

In recent years, the overall exempt offerings framework has changed as new exemptions from registration have been introduced, expanded and revised. The current exemptions were not adopted as part of a cohesive plan so the changes have resulted in a framework that is complex and difficult to navigate. 

The Commission’s concept release reviews this framework for raising capital and seeks input about whether the framework is consistent, accessible and effective for both issuers and investors or whether changes are needed to expand investment opportunities and promote capital formation while maintaining investor protections. 

Specifically, the request for comment seeks input on: 

  • the exempt offering framework
  • specific capital raising exemptions
  • investor eligibility and protections
  • transitions between exempt offerings and to a registered public offering
  • expansion of opportunities to raise capital through pooled investment funds
  • expansion of investors’ ability to sell exempt securities in secondary markets



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