Monday, July 18, 2016

Agenda for July 19 Meeting of the SEC Advisory Committee on Small and Emerging Companies

AGENDA

9:30 a.m.

Co-Chairs Stephen Graham and Sara Hanks call meeting to order

Introductory Remarks by Chair Mary Jo White and Commissioner Kara Stein

10:00 a.m.

Consider “Accredited Investor” Definition Recommendation as discussed at May 18th Meeting

10:30 a.m.

  • Regulation A+ Update and Review

  • Update from SEC Division of Corporation Finance staff on the usage of Regulation A+ in its first year

  • Presentation from Paul Elio, CEO and Chairman of Elio Motors Inc., a company that conducted a Regulation A+ offering

  • Discussion by Committee Members

12:00 p.m.

Lunch Break

1:30 p.m.

Regulation A + (Continued)

Presentation by Daniel Zinn, General Counsel, OTC Markets Group regarding secondary trading of Regulation A+ shares

2:30 p.m.

  • SEC Proposal to Amend the “Smaller Reporting Company” Definition

  • Briefing from SEC Division of Corporation Finance staff regarding the Commission’s proposal issued June 27, 2016 to amend the “Smaller Reporting Company” Definition

  • Discussion by Committee Members

3:30 p.m.

Adjournment

Saturday, July 9, 2016

The Fix Crowdfunding Act

The summary below was written by the Congressional Research Service, a nonpartisan division of the Library of Congress.

Fix Crowdfunding Act

This bill amends the Securities Act of 1933 (Act) to increase from $1 million to $5 million the aggregate amount of securities sold to all investors by an issuer that qualify for the crowdfunding exemption from certain prohibitions relating to interstate commerce and the mails.

The bill amends the Jumpstart Our Business Startups Act (JOBS Act) to declare that a crowdfunding portal shall have a reasonable basis for disqualifying issuers from offering securities through the portal if through a background check it has found that an issuer has made an untrue statement of a material fact, omitted to state a material fact necessary to avoid making misleading statements, or engaged in fraud or deceit. No intermediary (crowdfunding portal) shall be liable for an issuer's material misstatements and omissions unless, in connection with the offer or sale of a security, it knowingly made or omitted such statements or engaged in fraud or deceit.

The bill amends the Securities Exchange Act of 1934 to exempt crowdfunding securities transactions from its registration requirements.

The Investment Company Act of 1940 is amended to exempt from the definition of investment company, and so exclude from coverage by that Act, any issuer that, for the purpose of making a crowdfunding offering, holds the securities of not more than one issuer eligible to offer securities (a single-purpose fund).

The bill allows single-purpose funds to sell and offer for sale securities according to crowdfunding requirements, and considers them venture capital funds.

The Act is further amended to permit an issuer, before commencing a crowdfunding offering, to solicit non-binding indications of interest from potential investors in the prospective offering if:

no investor funds are accepted by the issuer, and any material change in the information furnished during the actual offering from the information furnished during the solicitation of interest is highlighted to potential investors in the information filed with the Securities and Exchange Commission. No enforcement action may be brought before May 16, 2021, against crowdfunding portals established under the JOBS Act.