CHAPTER 4The SEC's Rules Under Title IV Regulation A+; Court Challenge

It took a little more than a year and a half. Commentators had spent some time wondering what rules would be proposed by the SEC under Title IV, though frankly the blogosphere was much more active speculating about Title III crowdfunding and digesting the new IPO on‐ramp. Would Reg A+ really have legs? Would the SEC instead propose a draconian set of rules that would be unattractive to issuers?

Thankfully, for most dealmakers the wait was worth it. On December 18, 2013, the SEC offered up a holiday present to the small‐ and microcap world in the form of its proposal to implement Title IV of the JOBS Act. As with all new rule proposals, it had to be presented to the public and open to comment before the SEC could implement final rules.

Lovingly known as Release No. 33‐9497, not too many were planning to make the proposed rules their Christmas reading material. That is because the proposing release was a mere 384 pages! The brainchild of many on the SEC staff, my understanding is that the super‐talented Karen Weidemann was the primary driver of the innovative and disruptive approach to small‐cap regulation represented by this audacious proposal. Karen, an attorney who was with the SEC Office of Small Business Policy, moved on to a position with the Public Company Accounting Oversight Board and did not have the chance to help oversee the final birth of her proposal when the permanent rules were approved in ...

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