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Peter M. Fass Peter M. Fass

The Securities Act of 1933 (1933 Act) requires that all securities offerings in the United States be registered with the U.S. Securities and Exchange Commission (SEC) unless an exemption is available. On June 18, 2019, the SEC issued a concept release (Release) to solicit feedback “on possible ways to simplify, harmonize, and improve the exempt offering framework to promote capital formation and expand investment opportunities while maintaining appropriate investor protections.” The Release does not propose specific rule changes, rather is seeks feedback.

Current Exemption Framework

The exemptions from 1933 Act registration requirements are in Section 3 of the 1933 Act, which generally exempts certain classes of securities, and Section 4 of the 1933 Act, which exempts certain types of securities offerings. SEC rules provide safe-harbor standards for certain exemptions and understandings of the exemptions are informed by interpretations from the courts and the SEC. In addition, the scope of exempt offerings has evolved through legislative changes and SEC rulemaking and guidance. The Release solicits feedback primarily on 1933 Act exempt offerings.

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