A+ or Incomplete? The SEC's Revised Regulation A

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When a company offers or sells securities to potential investors to raise capital, the company is required under the Securities Act of 1933 to register the offer and sale – unless it can rely on an exemption. In recent years, Regulation A has been rarely used and issues have been raised that the cost and complexity of federal and state law compliance make it less practical than other Securities Act exemptions. A GAO Report last year identified this factor and others that may explain why few companies rely on Regulation A.

In April 2012, the Jumpstart Our Business Startups (JOBS) Act was signed into law by President Barack Obama. The JOBS Act includes a requirement to update and expand the Regulation A exemption to make it more useful for small companies seeking to raise capital.  In particular, the JOBS Act directs the United States Securities and Exchange Commission (SEC) to adopt rules that would allow offerings of up to $50 million of securities within a 12-month period, requires companies to file annual audited financial statements with the SEC, and adopt additional requirements and conditions that the SEC determines necessary.

Earlier this year, SEC adopted final rules to facilitate smaller companies’ access to capital.  The new rules provide investors with more investment choices. Please join Bloomberg BNA for a webinar designed to explore the background and changes of Regulation A, SEC’s Tier 1 and 2 structure and practical guidance for using the new rules.

Educational Objectives:
• Review the background and changes of Regulation A
• Discuss the United States Securities and Exchange Commission’s Tier 1 and 2 structure
• Provide practical guidance for using the new rules
• Analyze the limitations of Regulation A in its current form and the potential of the new rules
• Understand the disclosure and procedural requirements of the new rules
• Explore practical tips regarding common pitfalls and misunderstandings

Who would benefit most from attending this program?
Lawyers, public and private companies, non-profit organizations, institutional investors in corporate, corporate governance and securities regulations.



Sara Hanks, co-founder and CEO of CrowdCheck, is an attorney with over 30 years of experience in the corporate and securities field. CrowdCheck provides due diligence and compliance services for online alternative securities offerings. Its services help entrepreneurs and project sponsors through the disclosure and due diligence process, give investors the information they need to make an informed investment decision and avoid fraud and help intermediaries avoid liability. 

Sara’s prior position was General Counsel of the bipartisan Congressional Oversight Panel, the overseer of the Troubled Asset Relief Program (TARP). Prior to that, Sara spent many years as a partner of Clifford Chance, one of the world’s largest law firms. While at Clifford Chance, she advised on capital markets transactions and corporate matters for companies throughout the world. Sara began her career with the London law firm Norton Rose. She later joined the United States Securities and Exchange Commission (SEC) and as Chief of the Office of International Corporate Finance led the team drafting regulations that put into place a new generation of rules governing the capital-raising process. Sara received her law degree from Oxford University and is a member of the New York and DC bars and a Solicitor of the Supreme Court of England and Wales. She serves on the SEC’s Advisory Council on Small and Emerging Companies. She holds a Series 65 securities license as a registered investment advisor


Andrew Stephenson is Director of Research Operations and Client Services for CrowdCheck, has a wealth of experience assisting companies with the due diligence process that is required when listing their securities with registered broker-dealers and other online securities intermediaries.  Since joining CrowdCheck in January 2013, Andrew has helped companies identify and work through significant oversights and issues with their corporate governance and securities law compliance.  Andrew leads a team of analysts conducting efficient and effective due diligence for online alternative securities offerings and regularly contributes to the national dialog surrounding innovation in capital formation. 

Prior to joining CrowdCheck, Andrew was involved with evaluating internal company communications and reports as part of complex civil litigation matters. Andrew also has worked for the United States Congress.  While there, Andrew evaluated and drafted policy on a range of issue areas. Andrew received his B.A. from Claremont McKenna College and graduated, cum laude, from the University of California, Hastings College of the Law. During law school, Andrew served as Executive Articles Editor for the Hastings Business Law Journal, as an intern with Promontory Financial Group, and as a law clerk with a small law firm in Washington, DC.  Andrew is a member of the California and District of Columbia Bars.