SEC Updates Compliance and Disclosure Interpretations Regarding Regulation A

The SEC Division of Corporation Finance updated the questions that concern Regulation A in its Compliance and Disclosure Interpretations. Specifically, the Division added the following:

• Question 182.01, to discuss filing requirements for nonpublic documents pursuant to Rule 252(d) of Regulation A;
• Question 182.02, to discuss the confidential treatment of information pursuant to Rule 83;
• Question 182.03, to discuss what qualifies as a "principal place of business" for purposes of Rule 251(b) of Regulation A;
• Question 182.04, to discuss who qualifies as an eligible issuer pursuant to Rule 251(b)(2) of Regulation A;
• Question 182.05, to discuss whether a voluntary filer under the Exchange Act qualifies as an eligible issuer for purposes of Rule 251(b)(2) of Regulation A;
• Question 182.06, to discuss whether privately wholly owned subsidiaries of Exchange Act reporting parent companies are eligible to sell securities under Regulation A;
• Question 182.07, to discuss whether Regulation A can be relied on by issuers for business combination transactions, such as mergers or acquisitions;
• Question 182.08, to discuss whether a recently created entity can choose to provide a balance sheet as of its inception date;
• Question 182.09, to discuss what information needs to be included pursuant to Rule 255 of Regulation A when an issuer "tests the waters";
• Question 182.10, to discuss whether state securities law registration and qualification requirements are preempted with respect to resales of securities purchased in a Tier 2 offering; and
• Question 182.11, to discuss when issuers are required to engage the services of a registered transfer agent under Exchange Act Rule 12(g)(5)-1(a)(7).

See: Updated Compliance and Disclosure Interpretations. Related news: SEC's Regulation A+ Amendments Published in Federal Register (April 20, 2015); Washington State Securities Division Issues Preproposal Statement of Inquiry (March 30, 2015); SEC Adopts Regulation A+ (with Delta Strategy Group Summary) (March 25, 2015).