By Anthony J. Zeoli, CrowdFunding Beat Sr. Guest Editor,
Final Crowdfunding Rules – Will December Be A Time To “Deck The Halls” or Will We All Be Singing “Silent Night”?
Like many others, I have been hoping that Santa would bring us final Title III (general crowdfunding) and Title IV (Regulation A+) rules, or at least Title IV rules, by the end of 2014. Not a lofty goal when you consider the Jumpstart Our Business Startups Act (JOBS Act) was enacted in 2012. Just when I start to believe in holiday miracles again however, the S.E.C. comes along and basically says that Santa might not be coming this year.
For the last six or seven months members of the S.E.C. have been dropping hints that we would see the release of Title III and/or Title IV rules by the end of this year. Members have even gone on record more than once touting the same. Of course I was skeptical at first but as I started to hear the same statements over and over again I began to believe it might actually happen. The tipping point for me was at the Small Business Capital Formation in late November where Commissioner
Gallagher said in his opening remarks: Daniel M. Gallagher“I also hope and expect that we will complete our Regulation A+ rulemaking, mandated by the JOBS Act, in the very near future.”
This statement, which was echoed by several other members of the panel, seemed to me to make the release of final rules (at least for Title IV) a virtual certainty. So why is there now a hint of hesitation in my words you may ask? Well I went into the month of December filled to the brim with hope that the S.E.C. would deliver on this promise but as of Friday I feel like someone just told me that Santa isn’t real.
On Friday, December 5th, the S.E.C. published its agenda with respect to upcoming rulemaking and all I can say (at least publically) is BAH HUMBUG! According to this agenda, the S.E.C. has set October of 2015 as the target date for the implementation of final rules for (among others):
RIN: 3235-AL37 – Adopting final rules regarding the offer and sale of securities through Title III crowdfunding;
RIN: 3235-AL39 – Adopting final rules regarding the offer and sale of securities through Title IV (Regulation A+); and
RIN: 3235-AL46 – Certain amendments to Regulation D, Form D and Rule 156 under the Securities Act.
If these new target dates are true (even in part), I am certain that many people will be significantly disappointed this holiday season. Particularly those like Ron Miller and his numerous supporters who have been lobbying particularly hard of late for the release of final Title III rules.
Now it should be noted that the S.E.C. Commissioners had recently scheduled a closed door meeting for this coming Thursday, December 11th. Many of us had speculated that the of this meeting would be to finalize and release Title III and/or Title IV rules. It is hard to hold on to that hope now however, considering the formal change of target dates that JUST occurred, so what the purpose or outcome of this meeting will actually turn out to be is anyone’s guess. I suppose holiday miracles can occur but at this point I’m not leaving any milk and cookies out if you know what I mean…
Anthony Zeoli is an experienced transactional attorney with a national practice. He specializes in the areas of securities, commercial finance, real estate and general corporate law and his clients range from individuals and small privately held businesses to multi-million dollar entities. Mr. Zeoli is also an industry recognized crowdfunding and JOBS Act expert who, most recently, has drafted a bill to allow for an intrastate crowdfunding exemption in Illinois, a copy of which can be found on his website: IllinoisCrowdfundingNow.com. Anthony is also an active advisory board member of the New York Distance Learning Association (NYDLA).
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Anthony J. Zeoli