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Section 12(g) of the Exchange Act requires an issuer to register with the SEC, even if the issuer is not listed on a national securities exchange, if the issuer is of a certain size and has a certain number of owners. Under the JOBS Act, registration of an unlisted issuer is not required if an issuer has less than 2,000 holders of record and, of those, less than 500 are not accredited investors. The SEC Division of Corporation Finance conducted the attached study, as obligated bySection 504 of the JOBS Act to examine current Exchange Act Rule 12g5-1(b)(3) (Definition of Securities "Held of

The Division published this letter stating that it would not recommend enforcement against Erste Abwicklungsanstalt ("EAA") for being an unregistered investment company, as EAA could rely on the exemption from registration provided by ICA Section 7(d)for non-U.S. investment companies. This entity is a winding-up agency created by the German Federal Agency for Financial Market Stabilization with a purely public policy purpose relating to the German government's efforts to stabilize the financial markets after the onset of the financial crisis. The debt securities of EAA will be sold in the

The Financial Reporting Manual - prepared by the staff of the Division of Corp. Fin. - has been updated and revised. The Manual is designed to be an internal reference document and to provide general guidance to Division staff. Click here to view manual and summary of changes (links externally to SEC website).

Freddie Mac announced the dismissal of a putative class action lawsuit filed against the company in federal court in August 2008 alleging securities fraud. The Court rejected claims that Freddie Mac's public disclosures from November 20, 2007 to September 7, 2008 were materially false or misleading.