17 CFR 230.163A - Exemption from section 5(c) of the Act for certain communications made by or on behalf of issuers more than 30 days before a registration statement is filed.
Attempted compliance with this section does not act as an exclusive election and the issuer also may claim the availability of any other applicable exemption or exclusion. Reliance on this section does not affect the availability of any other exemption or exclusion from the requirements of section 5 of the Act.
(a) Except as excluded pursuant to paragraph (b) of this section, in all registered offerings by issuers, any communication made by or on behalf of an issuer more than 30 days before the date of the filing of the registration statement that does not reference a securities offering that is or will be the subject of a registration statement shall not constitute an offer to sell, offer for sale, or offer to buy the securities being offered under the registration statement for purposes of section 5(c) of the Act, provided that the issuer takes reasonable steps within its control to prevent further distribution or publication of such communication during the 30 days immediately preceding the date of filing the registration statement.
(b) The exemption in paragraph (a) of this section shall not be available with respect to the following communications:
(1) Communications relating to business combination transactions that are subject to Rule 165 ( § 230.165) or Rule 166 ( § 230.166);
(2) Communications made in connection with offerings registered on Form S-8 ( § 239.16b of this chapter), other than by well-known seasoned issuers;
(3) Communications in offerings of securities of an issuer that is, or during the past three years was (or any of whose predecessors during the last three years was):
(i) A blank check company as defined in Rule 419(a)(2) ( § 230.419(a)(2));
(ii) A shell company, other than a business combination related shell company, each as defined in Rule 405 ( § 230.405); or
(iii) An issuer for an offering of penny stock as defined in Rule 3a51-1 of the Securities Exchange Act of 1934 ( § 240.3a51-1 of this chapter); or
(4) Communications made by an issuer that is:
(i) An investment company registered under the Investment Company Act of 1940 ( 15 U.S.C. 80a-1et seq.); or
(ii) A business development company as defined in section 2(a)(48) of the Investment Company Act of 1940 ( 15 U.S.C. 80a-2(a)(48)).
(c) For purposes of this section, a communication is made by or on behalf of an issuer if the issuer or an agent or representative of the issuer, other than an offering participant who is an underwriter or dealer, authorizes or approves the communication before it is made.
(d) A communication exempt from section 5(c) of the Act pursuant to this section will not be considered to be in connection with a securities offering registered under the Securities Act for purposes of Rule 100(b)(2)(iv) of Regulation FD under the Securities Exchange Act of 1934 ( § 243.100(b)(2)(iv) of this chapter).
Title 17 published on 15-Mar-2018 03:49
The following are ALL rules, proposed rules, and notices (chronologically) published in the Federal Register relating to 17 CFR Part 230 after this date.
GPO FDSys XML | Text type regulations.gov FR Doc. 2018-00347 RIN 3235-AL41 File No. S7-09-14 Release No. 33-10450 SECURITIES AND EXCHANGE COMMISSION Final rule. Effective January 16, 2018. 17 CFR Part 230 We are adopting a rule under the Securities Act of 1933 (“Securities Act”) to provide that certain communications involving security-based swaps will not be deemed to constitute “offers” of such security-based swaps for purposes of Section 5 of the Securities Act. The final rule covers the publication or distribution of price quotes that relate to security-based swaps that may be purchased only by persons who are eligible contract participants (“covered SBS”) and are traded or processed on or through certain trading platforms. The final rule also covers a broker, dealer, or security-based swap dealer's publication or distribution of written communications that discuss covered SBS and that meet the definition of “research report” in Rule 139(d) under the Securities Act and certain other conditions.
GPO FDSys XML | Text SECURITIES AND EXCHANGE COMMISSION Proposed rule. Comments should be received by January 2, 2018. 17 CFR Parts 229, 230, 232, 239, 240, 249, 270, 274 and 275 We are proposing amendments based on the recommendations made in the staff's Report on Modernization and Simplification of Regulation S-K, as required by Section 72003 of the Fixing America's Surface Transportation Act. The proposed amendments are intended to modernize and simplify certain disclosure requirements in Regulation S-K, and related rules and forms, in a manner that reduces the costs and burdens on registrants while continuing to provide all material information to investors. The amendments are also intended to improve the readability and navigability of disclosure documents and discourage repetition and disclosure of immaterial information. To provide for a consistent set of rules to govern incorporation by reference and hyperlinking, we are also proposing parallel amendments to several rules and forms applicable to investment companies and investment advisers, including proposed amendments that would require certain investment company filings to be submitted in HyperText Markup Language (“HTML”) format.
GPO FDSys XML | Text type regulations.gov FR Doc. 2017-23507 RIN 3235-AM07 File No. S7-06-17 Release No. 33-10428 SECURITIES AND EXCHANGE COMMISSION Final rule. Effective Date: November 29, 2017. 17 CFR Part 230 The Securities and Exchange Commission (“SEC” or “Commission”) is adopting an amendment to Rule 146 under Section 18 of the Securities Act of 1933, as amended (“Securities Act”), to designate certain securities listed, or authorized for listing, on Investors Exchange LLC (“IEX” or “Exchange”) as covered securities for purposes of Section 18(b) of the Securities Act. Covered securities under Section 18(b) of the Securities Act are exempt from state law registration requirements. The Commission also is amending Rule 146 to reflect name changes of certain exchanges referenced in the Rule.
GPO FDSys XML | Text type regulations.gov FR Doc. 2017-21094 RIN Release No. 33-10416 SECURITIES AND EXCHANGE COMMISSION Interim final temporary rule. These rules are effective from September 28, 2017, through November 22, 2017. 17 CFR Parts 227 and 230 We are adopting interim final temporary rules for issuers subject to reporting obligations pursuant to Regulation Crowdfunding and Regulation A in order to address the needs of companies directly or indirectly affected by Hurricane Harvey, Hurricane Irma, or Hurricane Maria. The temporary rules extend the filing deadlines for specified reports and forms due pursuant to Regulation Crowdfunding and Regulation A for certain issuers.
GPO FDSys XML | Text type regulations.gov FR Doc. 2017-15216 RIN 3235-AM07 Release No. 33-10390 File No. S7-06-17 SECURITIES AND EXCHANGE COMMISSION Proposed rule. Comments should be received on or before August 21, 2017. 17 CFR Part 230 The Securities and Exchange Commission (“Commission”) proposes for comment an amendment to Rule 146 under Section 18 of the Securities Act of 1933 (“Securities Act”), as amended, to designate certain securities on Investors Exchange LLC (“IEX” or “Exchange”) as covered securities for purposes of Section 18(b) of the Securities Act. Covered securities under Section 18(b) of the Securities Act are exempt from state law registration requirements.
GPO FDSys XML | Text type regulations.gov FR Doc. 2017-06797 RIN 3235-AL38 File No. S7-09-16 Release Nos. 33-10332 34-80355 SECURITIES AND EXCHANGE COMMISSION Final rule; technical amendments; interpretation. Effective April 12, 2017. 17 CFR Parts 210, 227, 229, 230, 239, 240, and 249 We are adopting technical amendments to conform several rules and forms to amendments made to the Securities Act of 1933 (“Securities Act”) and the Securities Exchange Act of 1934 (“Exchange Act”) by Title I of the Jumpstart Our Business Startups (“JOBS”) Act. To effectuate inflation adjustments required under Title I and Title III of the JOBS Act, we are also adopting new rules that include an inflation-adjusted threshold in the definition of the term “emerging growth company” as well as amendments to adjust the dollar amounts in Regulation Crowdfunding.
GPO FDSys XML | Text SECURITIES AND EXCHANGE COMMISSION Proposed rule. Comments should be received by May 16, 2017. 17 CFR Parts 229, 230, 232, 239, 249 and 274 We are proposing to require the use of the Inline XBRL format for the submission of operating company financial statement information and mutual fund risk/return summaries. The proposed amendments are intended to improve the data's quality, benefiting investors, other market participants, and other data users, and to decrease, over time, the cost of preparing the data for submission to the Commission. The proposed amendments would also eliminate the requirement for filers to post Interactive Data Files on their Web sites and terminate the Commission's voluntary program for the submission of financial statement information interactive data that is currently available only to investment companies and certain other entities.
GPO FDSys XML | Text type regulations.gov FR Doc. 2017-03848 RIN 3235-AL80 File No. S7-22-15 Release Nos. 33-10238A 34-79161A SECURITIES AND EXCHANGE COMMISSION Final rule; technical correction. This correction is effective February 28, 2017. 17 CFR Part 230 This document makes a technical correction to one of the final regulations (SEC Rel. No. 33-10238) published in the Federal Register on November 21, 2016 (81 FR 83494). Specifically, the amendments to Rule 504 of Regulation D under the Securities Act of 1933 inadvertently omitted the word “or” from the last sentence of the rule; this correction is reflected in the text of the amendments below.
GPO FDSys XML | Text SECURITIES AND EXCHANGE COMMISSION Interim final rule. The amendments are effective February 15, 2017. See Section I of the SUPPLEMENTARY INFORMATION concerning amendment of expiration dates in the interim final rules. 17 CFR Parts 230, 240, and 260 We are adopting amendments to the expiration dates in our interim final rules that provide exemptions under the Securities Act of 1933, the Securities Exchange Act of 1934, and the Trust Indenture Act of 1939 for those security-based swaps that prior to July 16, 2011 were security-based swap agreements and are defined as “securities” under the Securities Act and the Exchange Act as of July 16, 2011 due solely to the provisions of Title VII of the Dodd-Frank Wall Street Reform and Consumer Protection Act. Under the amendments, the expiration dates in the interim final rules will be February 11, 2018.
GPO FDSys XML | Text type regulations.gov FR Doc. 2016-26348 RIN 3235-AL80 File No. S7-22-15 Release Nos. 33-10238 34-79161 SECURITIES AND EXCHANGE COMMISSION Final rules. Effective date: Revised 17 CFR 230.147 (Rule 147) and new 17 CFR 230.147A (Rule 147A) will be effective on April 20, 2017. The amendments to 17 CFR 230.504 (Rule 504) and 17 CFR 200.30-1 (Rule 30-1) will be effective on January 20, 2017. The removal of 17 CFR 230.505 (Rule 505) will be effective on May 22, 2017. All other amendments in this rule will be effective on May 22, 2017. Comment date: Comments regarding the collection of information requirements within the meaning of the Paperwork Reduction Act of 1995 should be received on or before January 20, 2017. 17 CFR Parts 200, 230, 239, 240, 249, 270 and 275 We are adopting amendments to modernize Rule 147 under the Securities Act of 1933, which provides a safe harbor for compliance with the Section 3(a)(11) exemption from registration for intrastate securities offerings. We are also establishing a new intrastate offering exemption under the Securities Act, designated Rule 147A, which will be similar to amended Rule 147, but will have no restriction on offers and will allow issuers to be incorporated or organized outside of the state in which the intrastate offering is conducted provided certain conditions are met. The amendments to Rule 147 and new Rule 147A are designed to facilitate capital formation, including through offerings relying upon intrastate crowdfunding provisions under state securities laws, while maintaining appropriate investor protections and providing state securities regulators with the flexibility to add additional investor protections they deem appropriate for offerings within their state. We also are adopting amendments to Rule 504 of Regulation D under the Securities Act to facilitate issuers' capital raising efforts and provide additional investor protections. The amendments to Rule 504 will increase the aggregate amount of securities that may be offered and sold in any twelve-month period from $1 million to $5 million and disqualify certain bad actors from participation in Rule 504 offerings. In light of these amendments to Rule 504, we are also repealing Rule 505.
GPO FDSys XML | Text SECURITIES AND EXCHANGE COMMISSION Extension of comment period. Comments should be received on or before November 2, 2016. 17 CFR Parts 210, 229, 230, 239, 240, 249, and 274 The Securities and Exchange Commission is extending the comment period for a proposal to amend certain of its disclosure requirements that may have become redundant, duplicative, overlapping, outdated, or superseded, in light of other Commission disclosure requirements, U.S. Generally Accepted Accounting Principles (“U.S. GAAP”), International Financial Reporting Standards (“IFRS”), or changes in the information environment [Release No. 33-10110; 34-78310; IC-32175; 81 FR 51607 (July 13, 2016)]. The release also solicits comment on certain Commission disclosure requirements that overlap with, but require information incremental to, U.S. GAAP to determine whether to retain, modify, eliminate, or refer them to the Financial Accounting Standards Board for potential incorporation into U.S. GAAP. The original comment period is scheduled to end on October 3, 2016. The Commission is extending the time period in which to provide the Commission with comments until November 2, 2016. This action will allow interested persons additional time to analyze the issues and prepare their comments.
GPO FDSys XML | Text SECURITIES AND EXCHANGE COMMISSION Proposed rule. Comments should be received on or before October 3, 2016. 17 CFR Parts 210, 229, 230, 239, 240, 249, and 274 We are proposing amendments to certain of our disclosure requirements that may have become redundant, duplicative, overlapping, outdated, or superseded, in light of other Commission disclosure requirements, U.S. Generally Accepted Accounting Principles (“U.S. GAAP”), International Financial Reporting Standards (“IFRS”), or changes in the information environment. We are also soliciting comment on certain Commission disclosure requirements that overlap with, but require information incremental to, U.S. GAAP to determine whether to retain, modify, eliminate, or refer them to the Financial Accounting Standards Board (“FASB”) for potential incorporation into U.S. GAAP. The proposed amendments are intended to facilitate the disclosure of information to investors, while simplifying compliance efforts, without significantly altering the total mix of information provided to investors. These proposals are part of an initiative by the Division of Corporation Finance to review disclosure requirements applicable to issuers to consider ways to improve the requirements for the benefit of investors and issuers. We are also issuing these proposals as part of our efforts to implement title LXXII, section 72002(2) of the Fixing America's Surface Transportation Act.
GPO FDSys XML | Text type regulations.gov FR Doc. 2016-15674 RIN 3235-AL90 Release No. 33-10107 34-78168 File No. S7-12-16 SECURITIES AND EXCHANGE COMMISSION Proposed rule. Comments should be received on or before August 30, 2016. 17 CFR Parts 229, 230, and 240 We are proposing amendments to the definition of “smaller reporting company” as used in our rules and regulations. The proposed amendments, which would expand the number of registrants that qualify as smaller reporting companies, are intended to promote capital formation and reduce compliance costs for smaller registrants, while maintaining investor protections. Registrants with less than $250 million in public float would qualify, as would registrants with zero public float if their revenues were below $100 million in the previous year.
GPO FDSys XML | Text type regulations.gov FR Doc. 2016-14730 RIN File No. S7-08-10 Release Nos. 33-10099 34-78088 SECURITIES AND EXCHANGE COMMISSION Technical amendment. Effective June 22, 2016. 17 CFR Parts 229, 230, 239 and 249 This release makes technical corrections to rules that were published in the Federal Register on September 24, 2014 (79 FR 57184). The Commission adopted revisions to Regulation AB and other rules governing the offering process, disclosure, and reporting for asset-backed securities. These technical amendments are being published to restore rule text that was inadvertently changed, revise outdated cross-references, and make other technical corrections.
GPO FDSys XML | Text type regulations.gov FR Doc. 2016-10746 RIN 3235-AL40 File No. S7-12-14 Release No. 33-10075 34-77757 SECURITIES AND EXCHANGE COMMISSION Final rule. Effective June 9, 2016. 17 CFR Parts 230 and 240 We are amending our rules in light of the statutory changes made by Title V and Title VI of the Jumpstart Our Business Startups Act (the “JOBS Act”) and Title LXXXV of the Fixing America's Surface Transportation Act (the “FAST Act”). The amendments revise our rules to reflect the new, higher thresholds for registration, termination of registration and suspension of reporting that were set forth in the JOBS Act and the FAST Act. In addition, the amendments revise the definition of “held of record” in Rule 12g5-1 under the Securities Exchange Act of 1934 (the “Exchange Act”), in accordance with the JOBS Act, to exclude certain securities held by persons who received them pursuant to employee compensation plans and establish a non-exclusive safe harbor for determining whether securities are “held of record” for purposes of registration under Exchange Act Section 12(g).
GPO FDSys XML | Text type regulations.gov FR Doc. 2016-09056 RIN 3235-AL78 Release No. 33-10064 34-77599 File No. S7-06-16 SECURITIES AND EXCHANGE COMMISSION Concept release. Comments should be received on or before July 21, 2016. 17 CFR Parts 210, 229, 230, 232, 239, 240 and 249 The Commission is publishing this concept release to seek public comment on modernizing certain business and financial disclosure requirements in Regulation S-K. These disclosure requirements serve as the foundation for the business and financial disclosure in registrants' periodic reports. This concept release is part of an initiative by the Division of Corporation Finance to review the disclosure requirements applicable to registrants to consider ways to improve the requirements for the benefit of investors and registrants.
GPO FDSys XML | Text type regulations.gov FR Doc. 2015-28219 RIN 3235-AL80 Release Nos. 33-9973 34-76319 File No. S7-22-15 SECURITIES AND EXCHANGE COMMISSION Proposed rules. Comments should be received by January 11, 2016. 17 CFR Part 230 We are proposing amendments to Rule 147 under the Securities Act of 1933, which currently provides a safe harbor for compliance with the Section 3(a)(11) exemption from registration for intrastate securities offerings. Our proposal would modernize the rule and establish a new exemption to facilitate capital formation, including through offerings relying upon recently adopted intrastate crowdfunding provisions under state securities laws. The proposed amendments to the rule would eliminate the restriction on offers and ease the issuer eligibility requirements, while limiting the availability of the exemption at the federal level to issuers that comply with certain requirements of state securities laws. We further propose rule amendments to Rule 504 of Regulation D under the Securities Act to facilitate issuers' capital raising efforts and provide additional investor protections. The proposed amendments to Rule 504 would increase the aggregate amount of securities that may be offered and sold in any twelve-month period from $1 million to $5 million and disqualify certain bad actors from participation in Rule 504 offerings.
GPO FDSys XML | Text SECURITIES AND EXCHANGE COMMISSION Final rule; correction. This correction is effective June 19, 2015. 17 CFR Parts 200, 230, 232, 239, 240, 249 and 260 This document corrects the designation of a paragraph in Item 6 of Part I to Form 1-A in a final rule published in the Federal Register of April 20, 2015, regarding the Amendments for Small and Additional Issues Exemptions under the Securities Act (Regulation A).
GPO FDSys XML | Text SECURITIES AND EXCHANGE COMMISSION Proposed rule. Comments should be received on or before August 11, 2015. 17 CFR Parts 200, 210, 230, 232, 239, 240, 249, 270, 274 The Securities and Exchange Commission is proposing new rules and forms as well as amendments to its rules and forms to modernize the reporting and disclosure of information by registered investment companies. The Commission is proposing new Form N-PORT, which would require certain registered investment companies to report information about their monthly portfolio holdings to the Commission in a structured data format. In addition, the Commission is proposing amendments to Regulation S-X, which would require standardized, enhanced disclosure about derivatives in investment company financial statements, as well as other amendments. The Commission is also proposing new rule 30e-3, which would permit but not require registered investment companies to transmit periodic reports to their shareholders by making the reports accessible on a Web site and satisfying certain other conditions. The Commission is proposing new Form N-CEN, which would require registered investment companies, other than face amount certificate companies, to annually report certain census-type information to the Commission in a structured data format. Finally, the Commission is proposing to rescind current Forms N-Q and N-SAR and to amend certain other rules and forms. Collectively, these amendments would, among other things, improve the information that the Commission receives from investment companies and assist the Commission, in its role as primary regulator of investment companies, to better fulfill its mission of protecting investors, maintaining fair, orderly and efficient markets, and facilitating capital formation. Investors and other potential users could also utilize this information to help investors make more informed investment decisions.
GPO FDSys XML | Text SECURITIES AND EXCHANGE COMMISSION Final rule; correction. This correction is effective June 19, 2015. 17 CFR Parts 200, 230, 232, 239, 240, 249, and 260 This document corrects an instruction for the authority to part 200 in a final rule published in the Federal Register of April 20, 2015 regarding the Amendments for Small and Additional Issues Exemptions under the Securities Act (Regulation A).
GPO FDSys XML | Text SECURITIES AND EXCHANGE COMMISSION Final rules. The final rules and form amendments are effective on June 19, 2015. 17 CFR Parts 200, 230, 232, 239, 240, 249, and 260 We are adopting amendments to Regulation A and other rules and forms to implement Section 401 of the Jumpstart Our Business Startups (JOBS) Act. Section 401 of the JOBS Act added Section 3(b)(2) to the Securities Act of 1933, which directs the Commission to adopt rules exempting from the registration requirements of the Securities Act offerings of up to $50 million of securities annually. The final rules include issuer eligibility requirements, content and filing requirements for offering statements, and ongoing reporting requirements for issuers in Regulation A offerings.
GPO FDSys XML | Text type regulations.gov FR Doc. 2015-02425 RIN File No. S7-08-10 Release Nos. 33-9720 34-74194 SECURITIES AND EXCHANGE COMMISSION Technical amendment. Effective February 6, 2015. 17 CFR Parts 229, 230, and 232 This release makes technical corrections to rules that were published in the Federal Register on September 24, 2014. The Commission adopted revisions to Regulation AB and other rules governing the offering process, disclosure, and reporting for asset-backed securities. These technical amendments are being published to reinstate language that was inadvertently removed and make other technical corrections.
GPO FDSys XML | Text type regulations.gov FR Doc. 2014-30136 RIN 3235-AL40 Release No. 33-9693 34-73876 File No. S7-12-14 SECURITIES AND EXCHANGE COMMISSION Proposed rule. Comments should be received on or before March 2, 2015. 17 CFR Parts 230 and 240 We are proposing amendments to our rules to implement Title V and Title VI of the Jumpstart Our Business Startups Act (the “JOBS Act”). The proposed amendments would revise rules adopted under Section 12(g) of the Securities Exchange Act of 1934 (the “Exchange Act”) to reflect the new, higher thresholds for registration, termination of registration and suspension of reporting that were set forth in the JOBS Act. The proposed rules also would apply the thresholds specified for banks and bank holding companies to savings and loan holding companies. In addition, the proposed amendments would revise the definition of “held of record” in Exchange Act Rule 12g5-1, in accordance with the JOBS Act, to exclude certain securities held by persons who received them pursuant to employee compensation plans and establish a non-exclusive safe harbor for determining whether securities are “held of record” for purposes of registration under Exchange Act Section 12(g).
GPO FDSys XML | Text type regulations.gov FR Doc. 2014-27285 RIN 3038-AE24 File No. S7-16-11 Release No. 33-9681 34-73584 SECURITIES AND EXCHANGE COMMISSION, COMMODITY FUTURES TRADING COMMISSION Proposed interpretation. Comments must be received on or before December 22, 2014. 17 CFR Part 1 In accordance with section 712(d)(4) of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), the Commodity Futures Trading Commission (the “CFTC”) and the Securities and Exchange Commission (“SEC”), after consultation with the Board of Governors of the Federal Reserve System (“Board of Governors”), are jointly issuing the CFTC's proposed clarification of its interpretation concerning forward contracts with embedded volumetric optionality. The CFTC invites public comment on all aspects of its proposed interpretation.
GPO FDSys XML | Text type regulations.gov FR Doc. 2014-21375 RIN 3235-AK37 File No. S7-08-10 Release Nos. 33-9638 34-72982 SECURITIES AND EXCHANGE COMMISSION Final rule. Effective Date: November 24, 2014. Compliance Dates: Offerings on Forms SF-1 and SF-3: Registrants must comply with new rules, forms, and disclosures no later than November 23, 2015. Asset level Disclosures: Offerings of asset-backed securities backed by residential mortgages, commercial mortgages, auto loans, auto leases, and debt securities (including resecuritizations) must comply with asset-level disclosure requirements no later than November 23, 2016. Forms 10-D and 10-K: Any Form 10-D or Form 10-K that is filed after November 23, 2015 must comply with new rules and disclosures, except asset-level disclosures. 17 CFR Parts 229, 230, 232, 239, 240, 243, and 249 We are adopting significant revisions to Regulation AB and other rules governing the offering process, disclosure, and reporting for asset-backed securities (“ABS”). The final rules require that, with some exceptions, prospectuses for public offerings under the Securities Act of 1933 (“Securities Act”) and ongoing reports under the Securities Exchange Act of 1934 (“Exchange Act”) of asset-backed securities backed by real estate related assets, auto related assets, or backed by debt securities, including resecuritizations, contain specified asset-level information about each of the assets in the pool. The asset-level information is required to be provided according to specified standards and in a tagged data format using eXtensible Markup Language (“XML”). We also are adopting rules to revise filing deadlines for ABS offerings to provide investors with more time to consider transaction-specific information, including information about the pool assets. We are also adopting new registration forms tailored to ABS offerings. The final rules also repeal the credit ratings references in shelf eligibility criteria for ABS issuers and establish new shelf eligibility criteria.
GPO FDSys XML | Text type regulations.gov FR Doc. 2014-21676 RIN 3235-AL41 Release No. 33-9643 File No. S7-09-14 SECURITIES AND EXCHANGE COMMISSION Proposed rule. Comments should be received on or before November 10, 2014. 17 CFR Part 230 We are proposing a rule under the Securities Act of 1933 to provide that certain communications involving security-based swaps that may be purchased only by eligible contract participants will not be deemed for purposes of Section 5 of the Securities Act to constitute offers of such security-based swaps or any guarantees of such security-based swaps that are securities. Under the proposed rule, the publication or distribution of price quotes relating to security-based swaps that may be purchased only by persons who are eligible contract participants and are traded or processed on or through a facility that either is registered as a national securities exchange or as a security-based swap execution facility, or is exempt from registration as a security-based swap execution facility pursuant to a rule, regulation, or order of the Commission, would not be deemed to constitute an offer, an offer to sell, or a solicitation of an offer to buy or purchase such security-based swaps or any guarantees of such security-based swaps that are securities for purposes of Section 5 of the Securities Act.
GPO FDSys XML | Text type regulations.gov FR Doc. 2014-17747 RIN 3235-AK61 File No. S7-03-13 Release No. 33-9616, IA-3879 IC-31166 FR-84 SECURITIES AND EXCHANGE COMMISSION, 17 CFR Parts 230, 239, 270, 274 and 279 Final rule. Effective Date: October 14, 2014. Compliance Dates: The applicable compliance dates are discussed in section III.N. of the Release titled “Compliance Dates.” The Securities and Exchange Commission (“Commission” or “SEC”) is adopting amendments to the rules that govern money market mutual funds (or “money market funds”) under the Investment Company Act of 1940 (“Investment Company Act” or “Act”). The amendments are designed to address money market funds' susceptibility to heavy redemptions in times of stress, improve their ability to manage and mitigate potential contagion from such redemptions, and increase the transparency of their risks, while preserving, as much as possible, their benefits. The SEC is removing the valuation exemption that permitted institutional non-government money market funds (whose investors historically have made the heaviest redemptions in times of stress) to maintain a stable net asset value per share (“NAV”), and is requiring those funds to sell and redeem shares based on the current market-based value of the securities in their underlying portfolios rounded to the fourth decimal place ( e.g., $1.0000), i.e., transact at a “floating” NAV. The SEC also is adopting amendments that will give the boards of directors of money market funds new tools to stem heavy redemptions by giving them discretion to impose a liquidity fee if a fund's weekly liquidity level falls below the required regulatory threshold, and giving them discretion to suspend redemptions temporarily, i.e., to “gate” funds, under the same circumstances. These amendments will require all non-government money market funds to impose a liquidity fee if the fund's weekly liquidity level falls below a designated threshold, unless the fund's board determines that imposing such a fee is not in the best interests of the fund. In addition, the SEC is adopting amendments designed to make money market funds more resilient by increasing the diversification of their portfolios, enhancing their stress testing, and improving transparency by requiring money market funds to report additional information to the SEC and to investors. Finally, the amendments require investment advisers to certain large unregistered liquidity funds, which can have many of the same economic features as money market funds, to provide additional information about those funds to the SEC.
GPO FDSys XML | Text SECURITIES AND EXCHANGE COMMISSION Proposed rule; request for additional comment. The comment period for the proposed rule published on June 23, 2010 (75 FR 35919), is reopened. Comments should be received on or before June 9, 2014. 17 CFR Parts 230 and 270 The Securities and Exchange Commission (“Commission”) is reopening the period for public comment on rule amendments it proposed in 2010, Investment Company Advertising: Target Date Retirement Fund Names and Marketing, Securities Act Release No. 9126 (June 16, 2010). Among other things, the proposed amendments would, if adopted, require marketing materials for target date retirement funds (“target date funds”) to include a table, chart, or graph depicting the fund's asset allocation over time, i.e., an illustration of the fund's so-called “asset allocation glide path.” In 2013, the Commission's Investor Advisory Committee (“Committee”) recommended that the Commission develop a glide path illustration for target date funds that is based on a standardized measure of fund risk as a replacement for, or supplement to, the proposed asset allocation glide path illustration. The Commission is reopening the comment period to seek public comment on this recommendation.
GPO FDSys XML | Text type regulations.gov FR Doc. 2014-07356 RIN 3235-AK37 File No. S7-08-10 Release Nos. 33-9568 34-71830 SECURITIES AND EXCHANGE COMMISSION Extension of comment period. Comments should be received on or before April 28, 2014. 17 CFR Parts 200, 229, 230, 232, 239, 240, 243, and 249 On February 25, 2014, the Securities and Exchange Commission re-opened the comment period on two releases related to asset-backed securities. The Commission re-opened the comment period to permit interested persons to comment on an approach for the dissemination of potentially sensitive asset-level data. The comment period is scheduled to end on March 28, 2014. In light of public interest in providing comment on the approach, the Commission is extending the comment period until April 28, 2014 to permit interested persons additional time to analyze and comment on the approach.
GPO FDSys XML | Text type regulations.gov FR Doc. 2014-04433 RIN 3235-AK37 Release Nos. 33-9552 34-71611 File No. S7-08-10 SECURITIES AND EXCHANGE COMMISSION Re-opening of comment period. Comments should be received on or before March 28, 2014. 17 CFR Parts 200, 229, 230, 232, 239, 240, 243, and 249 The Securities and Exchange Commission is re-opening the comment period on two releases, Asset-Backed Securities, Securities Act Release No. 33-9117 (Apr. 7, 2010), 75 FR 23328 (the “2010 ABS Proposing Release”) and Re-Proposal of Shelf Eligibility Conditions for Asset-Backed Securities, Securities Act Release No. 33-9244 (July 26, 2011), 76 FR 47948 (the “2011 ABS Re-Proposing Release”). The Commission is re-opening the comment period to permit interested persons to comment on an approach for the dissemination of potentially sensitive asset-level data. This approach is discussed in a staff memorandum included in the public comment file.
GPO FDSys XML | Text SECURITIES AND EXCHANGE COMMISSION Interim final rule; extension. The amendments are effective February 10, 2014. See Section I of the SUPPLEMENTARY INFORMATION concerning amendment of expiration dates in the interim final rules. 17 CFR Parts 230, 240 and 260 We are adopting amendments to the expiration dates in our interim final rules that provide exemptions under the Securities Act of 1933, the Securities Exchange Act of 1934, and the Trust Indenture Act of 1939 for those security-based swaps that prior to July 16, 2011 were security-based swap agreements and are defined as “securities” under the Securities Act and the Exchange Act as of July 16, 2011 due solely to the provisions of Title VII of the Dodd-Frank Wall Street Reform and Consumer Protection Act. Under the amendments, the expiration dates in the interim final rules will be extended to February 11, 2017. If we adopt further rules relating to issues raised by the application of the Securities Act or the other federal securities laws to security-based swaps before February 11, 2017, we may determine to alter the expiration dates in the interim final rules as part of that rulemaking.
GPO FDSys XML | Text SECURITIES AND EXCHANGE COMMISSION Proposed rules. Comments should be received by March 24, 2014. 17 CFR Parts 230, 232, 239, 240 and 260 We are proposing rule amendments to Regulation A to implement Section 401 of the Jumpstart Our Business Startups Act. Section 401 of the JOBS Act added Section 3(b)(2) to the Securities Act, which directs the Commission to adopt rules exempting offerings of up to $50 million of securities annually from the registration requirements of the Securities Act. The proposed rules include issuer eligibility requirements, content and filing requirements for offering statements and ongoing reporting requirements for issuers.
GPO FDSys XML | Text type regulations.gov FR Doc. 2013-31172 RIN Release No. 33-9503 IC-30845 SECURITIES AND EXCHANGE COMMISSION Final rule; technical amendments. Effective December 30, 2013. 17 CFR Parts 230 and 270 The Securities and Exchange Commission (“Commission”) is correcting outdated cross-references in rule 602 under the Securities Act of 1933 (“Securities Act”) and rule 12b-1 under the Investment Company Act of 1940 (“Investment Company Act”) and correcting an inadvertent error in rule 17d-1 under the Investment Company Act as published in the Federal Register on January 22, 2003.
GPO FDSys XML | Text SECURITIES AND EXCHANGE COMMISSION, [Release No. 33-9458; Release No. 34-70538; Release No. IC-30737; File No. S7-06-13 Proposed rule; reopening of comment period. The comment period for the proposed rule published at 78 FR 44806 on July 24, 2013, is reopened until November 4, 2013. 17 CFR Parts 230 and 239 On July 10, 2013, the Securities and Exchange Commission issued for comment a number of proposed amendments to Regulation D, Form D and Rule 156 under the Securities Act in Release No. 33-9416 (July 10, 2013). In light of the public interest in the proposed amendments, the Commission is re-opening the comment period to permit interested persons additional time to analyze and comment on the proposed amendments.
GPO FDSys XML | Text type regulations.gov FR Doc. 2013-16983 RIN 3235-AK97 Release No. 33-9414 File No. S7-21-11 SECURITIES AND EXCHANGE COMMISSION Final rule. Effective Date: September 23, 2013. Comment Date: Comments regarding the collection of information requirements within the meaning of the Paperwork Reduction Act of 1995 should be received on or before August 23, 2013. 17 CFR Parts 200, 230, and 239 We are adopting amendments to our rules to implement Section 926 of the Dodd-Frank Wall Street Reform and Consumer Protection Act. Section 926 requires us to adopt rules that disqualify securities offerings involving certain “felons and other `bad actors'” from reliance on Rule 506 of Regulation D. The rules must be “substantially similar” to Rule 262 under the Securities Act, which contains the disqualification provisions of Regulation A under the Securities Act, and must also cover matters enumerated in Section 926 of the Dodd-Frank Act (including certain state regulatory orders and bars).
GPO FDSys XML | Text SECURITIES AND EXCHANGE COMMISSION Final rules. The final rule and form amendments are effective on September 23, 2013. 17 CFR Parts 230, 239 and 242 We are adopting amendments to Rule 506 of Regulation D and Rule 144A under the Securities Act of 1933 to implement Section 201(a) of the Jumpstart Our Business Startups Act. The amendment to Rule 506 permits an issuer to engage in general solicitation or general advertising in offering and selling securities pursuant to Rule 506, provided that all purchasers of the securities are accredited investors and the issuer takes reasonable steps to verify that such purchasers are accredited investors. The amendment to Rule 506 also includes a non-exclusive list of methods that issuers may use to satisfy the verification requirement for purchasers who are natural persons. The amendment to Rule 144A provides that securities may be offered pursuant to Rule 144A to persons other than qualified institutional buyers, provided that the securities are sold only to persons that the seller and any person acting on behalf of the seller reasonably believe are qualified institutional buyers. We are also revising Form D to require issuers to indicate whether they are relying on the provision that permits general solicitation or general advertising in a Rule 506 offering. Also today, in a separate release, to implement Section 926 of the Dodd-Frank Wall Street Reform and Consumer Protection Act, we are adopting amendments to Rule 506 to disqualify issuers and other market participants from relying on Rule 506 if “felons and other `bad actors' ” are participating in the Rule 506 offering. We are also today, in a separate release, publishing for comment a number of proposed amendments to Regulation D, Form D and Rule 156 under the Securities Act that are intended to enhance the Commission's ability to evaluate the development of market practices in Rule 506 offerings and address certain comments made in connection with implementing Section 201(a)(1) of the Jumpstart Our Business Startups Act.
GPO FDSys XML | Text SECURITIES AND EXCHANGE COMMISSION Proposed rules. Comments should be received on or before September 23, 2013. 17 CFR Parts 230 and 239 The Securities and Exchange Commission, which today in separate releases amended Rule 506 of Regulation D, Form D and Rule 144A under the Securities Act of 1933 to implement Section 201(a) of the Jumpstart Our Business Startups Act and Section 926 of the Dodd-Frank Wall Street Reform and Consumer Protection Act, is publishing for comment a number of proposed amendments to Regulation D, Form D and Rule 156 under the Securities Act. These proposed amendments are intended to enhance the Commission's ability to evaluate the development of market practices in Rule 506 offerings and to address concerns that may arise in connection with permitting issuers to engage in general solicitation and general advertising under new paragraph (c) of Rule 506. Specifically, the proposed amendments to Regulation D would require the filing of a Form D in Rule 506(c) offerings before the issuer engages in general solicitation; require the filing of a closing amendment to Form D after the termination of any Rule 506 offering; require written general solicitation materials used in Rule 506(c) offerings to include certain legends and other disclosures; require the submission, on a temporary basis, of written general solicitation materials used in Rule 506(c) offerings to the Commission; and disqualify an issuer from relying on Rule 506 for one year for future offerings if the issuer, or any predecessor or affiliate of the issuer, did not comply, within the last five years, with Form D filing requirements in a Rule 506 offering. The proposed amendments to Form D would require an issuer to include additional information about offerings conducted in reliance on Regulation D. Finally, the proposed amendments to Rule 156 would extend the antifraud guidance contained in the rule to the sales literature of private funds.
GPO FDSys XML | Text type regulations.gov FR Doc. 2013-13687 RIN 3235-AK61 Release No. 33-9408, IA-3616 IC-30551 File No. S7-03-13 SECURITIES AND EXCHANGE COMMISSION Proposed rule. Comments should be received on or before September 17, 2013. 17 CFR Parts 210, 230, 239, 270, 274 and 279 The Securities and Exchange Commission (“Commission” or “SEC”) is proposing two alternatives for amending rules that govern money market mutual funds (or “money market funds”) under the Investment Company Act of 1940. The two alternatives are designed to address money market funds' susceptibility to heavy redemptions, improve their ability to manage and mitigate potential contagion from such redemptions, and increase the transparency of their risks, while preserving, as much as possible, the benefits of money market funds. The first alternative proposal would require money market funds to sell and redeem shares based on the current market-based value of the securities in their underlying portfolios, rounded to the fourth decimal place ( e.g., $1.0000), i.e., transact at a “floating” net asset value per share (“NAV”). The second alternative proposal would require money market funds to impose a liquidity fee (unless the fund's board determines that it is not in the best interest of the fund) if a fund's liquidity levels fell below a specified threshold and would permit the funds to suspend redemptions temporarily, i.e., to “gate” the fund under the same circumstances. Under this proposal, we could adopt either alternative by itself or a combination of the two alternatives. The SEC also is proposing additional amendments that are designed to make money market funds more resilient by increasing the diversification of their portfolios, enhancing their stress testing, and increasing transparency by requiring money market funds to provide additional information to the SEC and to investors. The proposal also includes amendments requiring investment advisers to certain unregistered liquidity funds, which can resemble money market funds, to provide additional information about those funds to the SEC.
GPO FDSys XML | Text SECURITIES AND EXCHANGE COMMISSION Interim final rule; extension. The amendments are effective February 4, 2013. See Section I of the SUPPLEMENTARY INFORMATION concerning amendment of expiration dates in the interim final rules. 17 CFR Parts 230, 240 and 260 We are adopting amendments to the expiration dates in our interim final rules that provide exemptions under the Securities Act of 1933, the Securities Exchange Act of 1934, and the Trust Indenture Act of 1939 for those security-based swaps that prior to July 16, 2011 were security-based swap agreements and are defined as “securities” under the Securities Act and the Exchange Act as of July 16, 2011 due solely to the provisions of Title VII of the Dodd-Frank Wall Street Reform and Consumer Protection Act. Under the amendments, the expiration dates in the interim final rules will be extended to February 11, 2014.
GPO FDSys XML | Text type regulations.gov FR Doc. 2012-21681 RIN 3235-AL34 Release No. 33-9354 File No. S7-07-12 SECURITIES AND EXCHANGE COMMISSION Proposed rule. Comments should be received on or before October 5, 2012. 17 CFR Parts 230 and 239 We are proposing amendments to Rule 506 of Regulation D and Rule 144A under the Securities Act of 1933 to implement Section 201(a) of the Jumpstart Our Business Startups Act. The proposed amendment to Rule 506 would provide that the prohibition against general solicitation and general advertising contained in Rule 502(c) of Regulation D would not apply to offers and sales of securities made pursuant to Rule 506, provided that all purchasers of the securities are accredited investors. The proposed amendment to Rule 506 would also require that, in Rule 506 offerings that use general solicitation or general advertising, the issuer take reasonable steps to verify that purchasers of the securities are accredited investors. The proposed amendment to Rule 144A(d)(1) would provide that securities may be offered pursuant to Rule 144A to persons other than qualified institutional buyers, provided that the securities are sold only to persons that the seller and any person acting on behalf of the seller reasonably believe are qualified institutional buyers. We are also proposing to revise Form D to add a separate check box for issuers to indicate whether they are using general solicitation or general advertising in a Rule 506 offering.
GPO FDSys XML | Text type regulations.gov FR Doc. 2012-18003 RIN 3038-AD46 Release No. 33-9338 34-67453 File No. S7-16-11 SECURITIES AND EXCHANGE COMMISSION, COMMODITY FUTURES TRADING COMMISSION Joint final rule; interpretations; request for comment on an interpretation. Effective date: October 12, 2012. Compliance date: The applicable compliance dates are discussed in the section of the release titled “IX. Effective Date and Implementation”. Comment date: Comments on the interpretation regarding forwards with embedded volumetric optionality must be received on or before October 12, 2012. 17 CFR Part 1 In accordance with section 712(a)(8), section 712(d)(1), sections 712(d)(2)(B) and (C), sections 721(b) and (c), and section 761(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank Act”), the Commodity Futures Trading Commission (“CFTC”) and the Securities and Exchange Commission (“SEC”) (collectively, “Commissions”), in consultation with the Board of Governors of the Federal Reserve System (“Board”), are jointly adopting new rules and interpretations under the Commodity Exchange Act (“CEA”) and the Securities Exchange Act of 1934 (“Exchange Act”) to further define the terms “swap,” “security-based swap,” and “security-based swap agreement” (collectively, “Product Definitions”); regarding “mixed swaps;” and governing books and records with respect to “security-based swap agreements.” The CFTC requests comment on its interpretation concerning forwards with embedded volumetric optionality, contained in Section II.B.2.(b)(ii) of this release.
GPO FDSys XML | Text SECURITIES AND EXCHANGE COMMISSION Proposed rule; reopening of comment period. The comment period for the proposed rule published June 23, 2010, at 75 FR 35920, is reopened. Comments should be received on or before May 21, 2012. 17 CFR Parts 230 and 270 The Securities and Exchange Commission is reopening the period for public comment on amendments it originally proposed in Securities Act Release No. 9126 to allow interested persons to submit comments on the results of investor testing regarding target date retirement funds. The rule proposal would, if adopted, require a target date retirement fund that includes the target date in its name to disclose the fund's asset allocation at the target date immediately adjacent to the first use of the fund's name in marketing materials; require marketing materials for target date retirement funds to include a table, chart, or graph depicting the fund's asset allocation over time, together with a statement that would highlight the fund's final asset allocation; require a statement in marketing materials to the effect that a target date retirement fund should not be selected based solely on age or retirement date, is not a guaranteed investment, and the stated asset allocations may be subject to change; and provide additional guidance regarding statements in marketing materials for target date retirement funds and other investment companies that could be misleading.
GPO FDSys XML | Text SECURITIES AND EXCHANGE COMMISSION Final rule. Effective Date: The final rules are effective April 16, 2012. 17 CFR Parts 230, 240 and 260 We are adopting exemptions under the Securities Act of 1933, the Securities Exchange Act of 1934, and the Trust Indenture Act of 1939 for security-based swaps issued by certain clearing agencies satisfying certain conditions. The final rules exempt transactions by clearing agencies in these security-based swaps from all provisions of the Securities Act, other than the Section 17(a) anti-fraud provisions, as well as exempt these security-based swaps from Exchange Act registration requirements and from the provisions of the Trust Indenture Act, provided certain conditions are met.
GPO FDSys XML | Text SECURITIES AND EXCHANGE COMMISSION Final rule; technical amendment. Effective: March 28, 2012. 17 CFR Parts 200, 230, 240, and 242 We are making a technical amendment to Regulation D and conforming changes to certain other rules. Regulation D was last amended in Release No. 33-9287 (December 21, 2011), which was published in the Federal Register on December 29, 2011. Those amendments became effective on February 27, 2012. Due to a typographical error in that release, the Preliminary Notes to Regulation D were inadvertently deleted from Regulation D. We are restoring the deleted text as new Rule 500. The deleted text is not being restored as Preliminary Notes in order to comply with current Federal Register codification standards.
GPO FDSys XML | Text SECURITIES AND EXCHANGE COMMISSION Final rule. Effective Date: February 24, 2012. 17 CFR Part 230 The Securities and Exchange Commission (“SEC” or “Commission”) is adopting an amendment to Rule 146 under Section 18 of the Securities Act of 1933, as amended, (“Securities Act”) to designate certain securities listed, or authorized for listing, on BATS Exchange, Inc. (“BATS” or “Exchange”) as covered securities for purposes of Section 18 of the Securities Act. Covered securities under Section 18 of the Securities Act are exempt from state law registration requirements. The Commission also is making corrections to the rule text to reflect name changes.
GPO FDSys XML | Text type regulations.gov FR Doc. 2011-33614 RIN 3235-AL04 Release No. 34-66058 File No. S7-38-11 SECURITIES AND EXCHANGE COMMISSION Proposed rule; extension of comment period. Comments should be received on or before February 13, 2012. 17 CFR Part 230 The Securities and Exchange Commission is extending the comment period for a release proposing a new rule to implement Section 621 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”) on material conflicts of interest in connection with certain securitizations (the “ABS Conflicts Proposal”). The original comment period for the ABS Conflicts Proposal was scheduled to end on December 19, 2011. On December 13, 2011, the comment period was extended until January 13, 2012. Today, the Commission is again extending the time period in which to provide the Commission with comments on the ABS Conflicts Proposal until February 13, 2012. This action will allow interested persons additional time to analyze the issues and prepare their comments.