On June 19, 2015, Regulation A+ became effective, expanding Regulation A securities registration exemptions for many issuers. Regulation A+ was enacted as part of the JOBS Act of 2012 to create even more opportunities for small businesses to raise capital without having to comply with some of the more onerous features of the traditional registration process. Regulation A+ creates two Tiers of offerings that are exempt from registration under the Securities Act. Each tier has different offering caps, disclosure requirements, and ongoing reporting obligations, all of which enable issuers to have increased flexibility depending on their financing needs.
Tier 1 has offerings of securities of up to $20 million in a 12-month period, and Tier 2 has offerings of securities of up to $50 million in a 12-month period. Both Tiers are subject to certain basic requirements, while Tier 2 offerings are also subject to additional disclosure and ongoing reporting requirements.
Sifting through, keeping up with, and satisfying all of the new rules and requirements certainly can be overwhelming.
How can Lexis® Securities Mosaic help?
Use Lexis® Securities Mosaic to find recent disclosure; rulemaking and administrative guidance; and news and commentary related to Regulation A+, the registration process, and the new rule’s real-world applicability to small businesses.
- Monitor Regulation A+’s new EDGAR forms. Accompanying the implementation of Regulation A+ is a host of new EDGAR forms, including 1-K (annual report), 1-U (current report), and 1-Z (exit report). By setting up alerts through the Securities Mosaic® SEC Filings page, you will be among the first to know when any of these new forms are filed with the SEC and see what they look like in action.
- Track changes to Form 1-A. The amendments to Regulation A also include changes to its primary offering document, Form 1-A. Previously available only in hard copy, the new Form 1-A must now be submitted electronically. Part II of the form has been revised to eliminate the Q&A disclosure format option and include additional disclosure requirements for Tier 2 issuers regarding executive compensation and related party transactions. Search the Securities Mosaic® SEC Filings page for examples of Form 1-A to compare the old Form 1-A to the newly revised version and keep track of which companies are utilizing Regulation A+ offerings.
- Look for an uptick in Form 8-A filings. Among the potential benefits of Regulation A+ is a streamlined process for Exchange Act registration under Section 12(b). Tier 2 issuers interested in listing their securities on a national securities exchange may use the Form 8-A short form registration statement, rather than Form 10, provided they follow the S-1 disclosure model on Part II of the offering document. The SEC has revised Form 8-A for use by Regulation A+ issuers; browse the Securities Mosaic® SEC Filings page to see Form 8-As submitted in connection with Regulation A+ offerings.
- View the full text of the SEC adopting release and other federal agency materials. Search the Securities Mosaic® SEC Materials page to read the complete text of Regulation A+ as adopted by the SEC. Our Laws, Rules, and Agency Materials page can yield relevant materials from other agencies as well, including the GAO federal agency major rule report on Regulation A+.
- Search and sign up for alerts on rulemaking related to the JOBS Act and other new laws affecting capital markets. Set up real-time alerts on Securities Mosaic® to help you track changes as they’re occurring and stay on top of your compliance and disclosure obligations.
- Pull SEC guidance materials related to Regulation A+. Wondering if Regulation A+ issuers can use Twitter to “test the waters” without violating Rule 255 communication requirements? Curious how SEC staff will treat non-public correspondence submitted with the Regulation A+ offering circular for review prior to filing? Get the answers by visiting our SEC Materials search page and searching for “Regulation A+” within Compliance & Disclosure Interpretations and Other Guidance.
News and Commentary
- Stay well-informed on everything related to securities. Subscribe to our Daily Securities News in your inbox each morning. This comprehensive newsletter includes SEC updates, corporate and securities news stories from an assortment of notable world news sources, recent law firm memos, market regulation updates, pending securities legislation, SEC enforcement, and an SEC Final Rules effective date calendar.
- Check out what the top U.S. law firms are saying. Go to our database of over 100,000 Law Firm Memos and type in relevant keywords (e.g., “JOBS Act,” “Regulation A+,” “Form 8-A,” “Form 1-A”). Set up a daily alert to automatically receive the results of your personalized search in your inbox.
- See what other influential analysts are saying. Sign up for our daily Securities Mosaic Blogwatch email, which includes opinion and analysis from well-respected sources such as CorporateCounsel.net and the Harvard Law School Forum on Corporate Governance and Financial Regulation. You can also text-search the past six months of content in our Blogwatch archive.
This year’s American Association of Law Librarians annual conference and trade show is going on right now (July 18 – 21) in historic Philadelphia. Naturally, LexisNexis has a strong contingent there, including representatives from Securities Mosaic. Please come by so we can show you why so many legal professionals rely on Securities Mosaic to do research in SEC disclosure, transactions, regulation, and compliance. We can also point you to the booth of our sister product Lexis Practice Advisor, an essential resource for practical guidance in securities and other practice areas.
As we noted in this blog a couple of weeks ago, the new and greatly enhanced version of the Reference Retriever tool on Lexis Securities Mosaic is live. Users who access SEC EDGAR filings through Securities Mosaic now have instant access to most filings or exhibits referred to in other filings, including those incorporated by reference. All it takes is a couple of clicks of your mouse to retrieve the referenced document.
To see the feature in action, you can watch this three-minute video on RR v.2. Or, if you prefer to have your own personal guided tour, click here to schedule a live training with one of our product specialists.
We’d love to hear your feedback on the new feature!
Although the Dodd-Frank Act is coming up on its 5th anniversary, the long process of implementing the law through federal agency rulemaking just keeps on going. To date, Lexis Securities Mosaic has tracked nearly 2,700 agency releases related to Dodd-Frank’s implementation, including a staggering 426 Final Rules (as recorded in the Federal Register). With more on the way, the easiest way to say abreast of them is to create a Dodd-Frank Tracker alert on Securities Mosaic.
And the easiest way to become familiar with the Dodd-Frank Tracker is by watching the 3-minute video we’ve put together. You can see it here.
Important notice: Lexis® Securities Mosaic® will temporarily be unavailable this weekend, while we make upgrades to improve our service to you. Our upgrade work will begin on Friday, June 19 at 8:00pm EDT / 5:00pm PDT through mid-day Sunday, June 21st. We apologize in advance for any inconvenience and appreciate your patience. Thank you.
Lexis®Securities Mosaic® is excited to announce the recent release of Reference Retriever version 2, available now on our SEC Filings search page. Greatly improving on the previous version of the feature, the new release lets you fetch documents incorporated by reference with just a couple of clicks of your mouse.
Below are some Frequently Asked Questions About the new Reference Retriever.
What pain point does the feature address?
In many situations, the SEC allows filers to fulfill disclosure obligations by merely referencing information from previously filed documents, in lieu of actually including this information. Users who need to see these documents must leave the current document and hunt down the referenced one. This “incorporation by reference” scenario disrupts research workflow and costs users valuable time.
How does RR v.2 solve the problem?
Users who view SEC filings in Securities Mosaic can now instantly access referenced documents directly from the document they’re viewing simply by clicking a hyperlink. As long as a referenced document has the information a human would need to find it (such as form type and filed date), it should have the red dotted Reference Retriever hyperlink.
How does the tool work?
Open the standard (HTML) version of an SEC filing after you’ve run a search. You’ll see that within that document, the names of referenced documents (“10-K,” “Exhibit 4,” etc.) are hyperlinked in red. When you click that link, the Reference Retriever tool opens in the pane to the left of the document, revealing a link to the referenced document and associated data (filer and filing date). Click it, and the document opens.
This functionality is made possible by a proprietary algorithm that identifies form types and exhibits within the text of a document, along with other identifying data. The data is converted to search parameters that are executed when you click the link.
Why can’t I be taken directly to the referenced document when I click the hyperlink? (Why two clicks instead of one?)
This approach accounts for filing references that are ambiguous, avoiding the problem of a user hitting a dead-end because more than one document met the search criteria. (For example, Acme International Inc. files two 8-Ks on the same day.) If multiple documents result from the search parameters, links to all relevant documents are displayed. The user can typically identify the correct document from the short list of results; otherwise, he or she can open both documents to determine the correct one.
In even more rare instances, when the Reference Retriever is not able to return the target document automatically, the user may view and edit the auto-populated search parameters in order to refine the initial search.
Why is the Securities Mosaic Reference Retriever better than what competitors may offer?
Reference Retriever includes not only exhibits, but also full filings incorporated by reference. It even offers exhibits or filings that are referenced outside of an incorporated by reference scenario. It is therefore the most comprehensive such tool available.
The annual conference of the Financial Industry Regulatory Authority (FINRA) is being held May 27 through 29 – that’s Wednesday through Thursday of this week – in our nation’s capital. Lexis® Securities Mosaic® will be there, so come by Booth #53 for a demo of the product, information on upcoming releases, or just to say hello.
FINRA’s Annual Conference includes nearly 40 sessions designed to help you navigate toward a strong culture of compliance—whether you’re new to your compliance role or a seasoned veteran.
In response to attendee feedback, this year’s Annual Conference builds upon important regulatory updates to provide compliance officers, legal professionals, branch managers and others with the tools to develop and maintain an effective compliance framework.
- Nearly 40 panels and more than 100 speakers
- Networking with industry experts, peers and regulators
- Opportunity to earn CLE, CPE and CRCP continuing education credits
Read more at http://www.finra.org/industry/annual-conference.