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SEC Extends Comment Period on Regulation D, Form D and Rule 156
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Probably horrified by the mess it has already created in the matter, the U.S. Securities and Exchange Commission has reopened the comment period for amendments to Regulation D, Form D, and Rule 156 under the Securities Act in Release No. 33-9416. However, the SEC claims that commenting has been reopened “In light of the public interest in the proposed amendments …”

The original opening for comments was issued on July 10, 2013, but “the Commission is re-opening the comment period to permit interested persons additional time to analyze and comment on the proposed amendments.”


Comments may be submitted electronically using the Commissions Internet comment form or by emailing the commission or through the Federal eRulemaking Portal.

The amendments which were targeted at permitting small businesses to avail crowdfunding, have come under heavy criticism and the SEC had little option but to stall for time by opening things up for another round of public commenting.

The SEC notice mentions that the amendments are intended to enhance the Commission’s ability to evaluate the development of market practices in Rule 506 offerings and 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.

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The Commission asserts that the proposed amendments to Rule 156 would extend the anti fraud guidance contained in the rule to the sales literature of private funds, amendments to Form D would require an issuer to include additional information about offerings made on the basis of Regulation D, and amendments to Regulation D would require the filing of a Form D in Rule 506 (c) offerings before the issuer engages in general solicitation.

The proposed amendments would also require the filing of a closing amendment to Form D after the rumination of any Rule 506 offering.





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