80 FR 31836 - Amendments for Small and Additional Issues Exemptions Under the Securities Act (Regulation A)

SECURITIES AND EXCHANGE COMMISSION

Federal Register Volume 80, Issue 107 (June 4, 2015)

Page Range		31836-31837
FR Document		2015-13627

This document corrects an instruction for the authority to part 200 in a final rule published in the Federal Register of April 20, 2015 regarding the Amendments for Small and Additional Issues Exemptions under the Securities Act (Regulation A).

Federal Register, Volume 80 Issue 107 (Thursday, June 4, 2015)

[Federal Register Volume 80, Number 107 (Thursday, June 4, 2015)]
[Rules and Regulations]
[Pages 31836-31837]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2015-13627]


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SECURITIES AND EXCHANGE COMMISSION

17 CFR Parts 200, 230, 232, 239, 240, 249, and 260

[Release Nos. 33-9741A; 34-74578A; 39-2501A; File No. S7-11-13]
RIN 3235-AL39


Amendments for Small and Additional Issues Exemptions Under the 
Securities Act (Regulation A)

AGENCY: Securities and Exchange Commission.

ACTION: Final rule; correction.

-----------------------------------------------------------------------

SUMMARY: This document corrects an instruction for the authority to 
part 200 in a final rule published in the Federal Register of April 20, 
2015 regarding the Amendments for Small and Additional Issues 
Exemptions under the Securities Act (Regulation A).

DATES: This correction is effective June 19, 2015.

FOR FURTHER INFORMATION CONTACT: Naomi P. Lewis, Office of the 
Secretary at (202) 551-5400.

SUPPLEMENTARY INFORMATION: In FR Document No. 2015-07305, published on 
April 20, 2015, on page 21894, third column, 5th line, instruction 
number 1 should read as follows:

[[Page 31837]]


0
1. The authority citation for part 200, subpart A is revised to read, 
in part, as follows:

    Dated: June 1, 2015.
Brent J. Fields,
Secretary.
[FR Doc. 2015-13627 Filed 6-3-15; 8:45 am]
 BILLING CODE 8011-01-P

31836 Federal Register / Vol. 80, No. 107 / Thursday, June 4, 2015 / Rules and Regulations

rule. You may send comments regarding security or foreign policy interests of the Accordingly, part 744 of the Export
the collection of information associated United States. In addition, publishing a Administration Regulations (15 CFR
with this rule, including suggestions for proposed rule would give this party parts 730–774) is amended as follows:
reducing the burden, to Jasmeet K. notice of the U.S. Government’s
Seehra, Office of Management and intention to place them on the Entity PART 744—[AMENDED]
Budget (OMB), by email to Jasmeet_K._ List and would create an incentive for
Seehra@omb.eop.gov, or by fax to (202) this person to either accelerate receiving ■ 1. The authority citation for 15 CFR
395–7285. items subject to the EAR to conduct part 744 continues to read as follows:
3. This rule does not contain policies activities that are contrary to the Authority: 50 U.S.C. app. 2401 et seq.; 50
with Federalism implications as that national security or foreign policy U.S.C. 1701 et seq.; 22 U.S.C. 3201 et seq.;
term is defined in Executive Order interests of the United States, and/or to 42 U.S.C. 2139a; 22 U.S.C. 7201 et seq.; 22
13132. take steps to set up additional aliases, U.S.C. 7210; E.O. 12058, 43 FR 20947, 3 CFR,
1978 Comp., p. 179; E.O. 12851, 58 FR 33181,
4. The provisions of the change addresses, and other measures to 3 CFR, 1993 Comp., p. 608; E.O. 12938, 59
Administrative Procedure Act (5 U.S.C. try to limit the impact of the listing on FR 59099, 3 CFR, 1994 Comp., p. 950; E.O.
553) requiring notice of proposed the Entity List once a final rule was 12947, 60 FR 5079, 3 CFR, 1995 Comp., p.
rulemaking, the opportunity for public published. Further, no other law 356; E.O. 13026, 61 FR 58767, 3 CFR, 1996
comment and a delay in effective date requires that a notice of proposed Comp., p. 228; E.O. 13099, 63 FR 45167, 3
are inapplicable because this regulation rulemaking and an opportunity for CFR, 1998 Comp., p. 208; E.O. 13222, 66 FR
involves a military or foreign affairs public comment be given for this rule. 44025, 3 CFR, 2001 Comp., p. 783; E.O.
function of the United States. (See 5 Because a notice of proposed 13224, 66 FR 49079, 3 CFR, 2001 Comp., p.
U.S.C. 553(a)(1)). BIS implements this rulemaking and an opportunity for 786; Notice of August 7, 2014, 79 FR 46959
(August 11, 2014); Notice of September 17,
rule to protect U.S. national security or public comment are not required to be 2014, 79 FR 56475 (September 19, 2014);
foreign policy interests by preventing given for this rule by 5 U.S.C. 553, or Notice of November 7, 2014, 79 FR 67035
items from being exported, reexported, by any other law, the analytical (November 12, 2014); Notice of January 21,
or transferred (in country) to the person requirements of the Regulatory 2015, 80 FR 3461 (January 22, 2015).
being added to the Entity List. If this Flexibility Act, 5 U.S.C. 601 et seq., are
■ 2. Supplement No. 4 to part 744 is
rule were delayed to allow for notice not applicable. Accordingly, no
amended by adding in alphabetical
and comment and a delay in effective regulatory flexibility analysis is required
order the destination of Ecuador under
date, then the entity being added to the and none has been prepared.
the Country Column, and one
Entity List by this action would
List of Subjects in 15 CFR Part 744 Ecuadorian entity to read as follows:
continue to be able to receive items
without a license and to conduct Exports, Reporting and recordkeeping Supplement No. 4 to Part 744—Entity
activities contrary to the national requirements, Terrorism. List

License License
Country Entity Federal Register citation
requirement review policy

* * * * * * *

ECUADOR ....... * * * * * *
Corporacion Nacional de For items classified under Case-by-case review ....... 80 FR [INSERT FR PAGE
Telecommunicaciones (CNT), Export Control Classi- NUMBER] 6/4/15.
Avenida Gaspar de Villaroel Quito, fication Numbers
Ecuador; and Avda. Veintimilla, Suite (ECCNs) 5D002 or
1149 y Amazonas, Edificio Estudio Z, 5A002. (See § 744.11 of
Quito, Ecuador. the EAR).

* * * * * * *

Dated: May 29, 2015. SECURITIES AND EXCHANGE SUMMARY: This document corrects an
Matthew S. Borman, COMMISSION instruction for the authority to part 200
Deputy Assistant Secretary for Export in a final rule published in the Federal
Administration. 17 CFR Parts 200, 230, 232, 239, 240, Register of April 20, 2015 regarding the
[FR Doc. 2015–13632 Filed 6–3–15; 8:45 am]
249, and 260 Amendments for Small and Additional
Issues Exemptions under the Securities
BILLING CODE 3510–33–P
[Release Nos. 33–9741A; 34–74578A; 39– Act (Regulation A).
2501A; File No. S7–11–13]
DATES: This correction is effective June
RIN 3235–AL39
19, 2015.
FOR FURTHER INFORMATION CONTACT:
srobinson on DSK5SPTVN1PROD with RULES

Amendments for Small and Additional Naomi P. Lewis, Office of the Secretary
Issues Exemptions Under the at (202) 551–5400.
Securities Act (Regulation A) SUPPLEMENTARY INFORMATION: In FR
AGENCY: Securities and Exchange Document No. 2015–07305, published
Commission. on April 20, 2015, on page 21894, third
column, 5th line, instruction number 1
ACTION: Final rule; correction.
should read as follows:

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Federal Register / Vol. 80, No. 107 / Thursday, June 4, 2015 / Rules and Regulations 31837

■ 1. The authority citation for part 200, temporary regulations (2009 temporary circumstances and, unlike the 2006
subpart A is revised to read, in part, as regulations), which generally apply to temporary regulations, did not provide
follows: acquisitions completed on or after June a safe harbor. The 2012 temporary
Dated: June 1, 2015. 9, 2009. TD 9453 (74 FR 27920). A regulations replaced this facts-and-
Brent J. Fields,
notice of proposed rulemaking (REG– circumstances test with a bright-line
112994–06) cross-referencing the 2009 rule describing the threshold of
Secretary.
temporary regulations was published in activities required for an EAG to be
[FR Doc. 2015–13627 Filed 6–3–15; 8:45 am] considered to have substantial business
the same issue of the Federal Register
BILLING CODE 8011–01–P (74 FR 27947). On June 12, 2012, the activities in the relevant foreign
2009 temporary regulations and the country. Under this bright-line rule, an
related notice of proposed rulemaking EAG will be considered to have
DEPARTMENT OF THE TREASURY were withdrawn and replaced with new substantial business activities in the
temporary regulations (2012 temporary relevant foreign country only if at least
Internal Revenue Service regulations), which generally apply to 25 percent of the group employees,
acquisitions completed on or after June group assets, and group income are
26 CFR Part 1 7, 2012. TD 9592 (77 FR 34785). A located or derived in the relevant
[TD 9720] notice of proposed rulemaking (REG– foreign country.
107889–12) cross-referencing the 2012 Some comments criticized this
RIN 1545–BK85 approach and asserted that there is
temporary regulations was published in
the same issue of the Federal Register insufficient support for this bright-line
Substantial Business Activities
(77 FR 34887). No public hearing was rule in the legislative history. In
AGENCY: Internal Revenue Service (IRS), requested or held; however, comments addition, some comments recommended
Treasury. were received. All comments are reverting to a general facts and
ACTION: Final regulations. available at www.regulations.gov or circumstances test, along with a safe
upon request. After consideration of the harbor, given the difficulty of
SUMMARY: This document contains final comments, the 2012 temporary formulating a bright-line rule that
regulations regarding when an regulations are adopted as final produces appropriate results in all
expanded affiliated group will be regulations with the modifications circumstances. As an alternative,
considered to have substantial business described in this preamble. The 2012 comments suggested that the failure to
activities in a foreign country. These temporary regulations are removed. satisfy the bright-line rule could
regulations affect certain domestic establish a rebuttable presumption that
corporations and partnerships (and Explanation of Revisions and Summary an EAG does not have substantial
certain parties related to them), and of Comments business activities in the relevant
foreign corporations that acquire A. General Approach foreign country.
substantially all of the properties of After consideration of the comments,
such domestic corporations or A foreign corporation generally is the Department of the Treasury
partnerships. treated as a surrogate foreign (Treasury Department) and the IRS have
corporation under section 7874(a)(2)(B) concluded that the bright-line rule in
DATES: if pursuant to a plan (or a series of the 2012 temporary regulations is
Effective date: These regulations are related transactions): (i) The foreign consistent with section 7874 and its
effective on June 4, 2015. corporation completes after March 4, underlying policies. In addition, the
Applicability date: For date of 2003, the direct or indirect acquisition bright-line rule has proven more
applicability, see § 1.7874–3(f). of substantially all of the properties held administrable than a facts-and-
FOR FURTHER INFORMATION CONTACT: directly or indirectly by a domestic circumstances test and has the benefit of
David A. Levine, (202) 317–6937 (not a corporation (acquisition); (ii) after the providing certainty in applying section
toll-free number). acquisition, at least 60 percent of the 7874 to particular transactions. As a
SUPPLEMENTARY INFORMATION: stock (by vote or value) of the foreign result, these final regulations retain the
corporation is held by former bright-line rule subject to certain
Background shareholders of the domestic modifications, which are described in
On June 6, 2006, temporary corporation by reason of holding stock this preamble.
regulations under section 7874 (TD in the domestic corporation; and (iii)
9265) were published in the Federal after the acquisition, the expanded B. Threshold of Business Activities
Register (71 FR 32437) concerning the affiliated group that includes the foreign As described in section A of this
treatment of a foreign corporation as a corporation (EAG) does not have preamble, the 2012 temporary
surrogate foreign corporation (2006 substantial business activities in the regulations provide that an EAG will be
temporary regulations). A notice of foreign country in which, or under the considered to have substantial business
proposed rulemaking (REG–112994–06) law of which, the foreign corporation is activities in the relevant foreign country
cross-referencing the 2006 temporary created or organized (relevant foreign only if at least 25 percent of its group
regulations was published in the same country), when compared to the total employees, group assets, and group
issue of the Federal Register (71 FR business activities of the EAG. Similar income are located or derived in the
32495). On July 28, 2006, Notice 2006– provisions apply if a foreign corporation relevant foreign country. Comments
70 (2006–2 CB 252) was published, acquires substantially all of the addressed both the magnitude of the 25-
srobinson on DSK5SPTVN1PROD with RULES

announcing a modification to the properties constituting a trade or percent threshold and the requirement
effective date contained in the 2006 business of a domestic partnership. that each of the group employees, group
temporary regulations. See The 2009 temporary regulations assets, and group income tests must be
§ 601.601(d)(2)(ii)(b). On June 12, 2009, provided that whether an EAG will be satisfied. Although one comment stated
the 2006 temporary regulations and the considered to have substantial business that a 25-percent threshold is a
related notice of proposed rulemaking activities in the relevant foreign country reasonable measure of substantiality,
were withdrawn and replaced with new is based on all the facts and other comments stated that it is overly

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Document Created: 2015-12-15 15:24:01
Document Modified: 2015-12-15 15:24:01

Category		Regulatory Information
Collection		Federal Register
sudoc Class		AE 2.7: GS 4.107: AE 2.106:
Publisher		Office of the Federal Register, National Archives and Records Administration
Section		Rules and Regulations
Action		Final rule; correction.
Dates		This correction is effective June 19, 2015.
Contact		Naomi P. Lewis, Office of the Secretary at (202) 551-5400.
FR Citation		80 FR 31836
RIN Number		3235-AL39
CFR Citation		17 CFR 200 17 CFR 230 17 CFR 232 17 CFR 239 17 CFR 240 17 CFR 249 17 CFR 260