83 FR 47834 - Regulation Crowdfunding and Regulation A Relief and Assistance for Victims of Hurricane Florence
SECURITIES AND EXCHANGE COMMISSION Federal Register Volume 83, Issue 184 (September 21, 2018)
Federal Register Volume 83, Issue 184 (September 21, 2018)
| Page Range | 47834-47836 | |
| FR Document | 2018-20740 |
[Federal Register Volume 83, Number 184 (Friday, September 21, 2018)] [Rules and Regulations] [Pages 47834-47836] From the Federal Register Online [www.thefederalregister.org] [FR Doc No: 2018-20740] ======================================================================= ----------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION 17 CFR Parts 227 and 230 [Release No. 33-10556] Regulation Crowdfunding and Regulation A Relief and Assistance for Victims of Hurricane Florence AGENCY: Securities and Exchange Commission. ACTION: Interim final temporary rule. ----------------------------------------------------------------------- SUMMARY: We are adopting interim final temporary rules for issuers subject to reporting obligations pursuant to Regulation Crowdfunding and Regulation A in order to address the needs of companies directly or indirectly affected by Hurricane Florence. The temporary rules extend the filing deadlines for specified reports and forms due pursuant to Regulation Crowdfunding and Regulation A for certain issuers. DATES: These rules are effective from September 21, 2018, through October 29, 2018. FOR FURTHER INFORMATION CONTACT: Jennifer Zepralka, Office Chief, or Amy Reischauer, Special Counsel, Office of Small Business Policy, Division of Corporation Finance, at (202) 551-3460, U.S. Securities and Exchange Commission, 100 F Street NE, Washington, DC 20549-3628. SUPPLEMENTARY INFORMATION: We are adopting amendments to 17 CFR 227.202 (``Rule 202'') of Regulation Crowdfunding \1\ under the Securities Act of 1933 (the ``Securities Act'') \2\ and 17 CFR 230.257 (``Rule 257'') of Regulation A \3\ under the Securities Act as interim final temporary rules. --------------------------------------------------------------------------- \1\ 17 CFR 227 et seq. \2\ 15 U.S.C. 77a et seq. \3\ 17 CFR 230.251 through 230.263. --------------------------------------------------------------------------- I. Introduction On September 14, 2018, Hurricane Florence made landfall near the North Carolina and South Carolina border. The storm and subsequent flooding have displaced individuals and businesses and disrupted communications and transportation across the affected region. We are adopting these interim final temporary rules to address the needs of companies directly or indirectly affected by Hurricane Florence or its aftermath that are subject to reporting obligations pursuant to Regulation Crowdfunding or Regulation A. Section 28 of the Securities Act provides that the Commission may, by rule or regulation, ``conditionally or unconditionally exempt any person, security, or transaction, or any class or classes of persons, securities, or transactions, from any provision or provisions of this title or of any rule or regulation issued under this title, to the extent that such exemption is necessary or appropriate in the public interest, and is consistent with the protection of investors.'' \4\ --------------------------------------------------------------------------- \4\ 15 U.S.C. 77z-3. --------------------------------------------------------------------------- II. Temporary Relief From Filing Requirements for Issuers Subject to the Reporting Obligations of Regulation Crowdfunding or Regulation A The lack of communications, transportation, electricity, facilities, and available staff and professional advisors as a result of Hurricane Florence could hamper the efforts of companies with reporting obligations to meet their filing deadlines pursuant to Regulation Crowdfunding or Regulation A. At the same time, investors have an interest in the timely availability of required information about these companies. While the Commission believes that the temporary relief from filing requirements provided by the amendments to Rule 202 of Regulation Crowdfunding \5\ and Rule 257 of Regulation A \6\ is both necessary in the public interest and consistent with the protection of investors, we remind companies that are the subject of the relief provided in these interim final temporary rules to continue to evaluate their obligations to make materially accurate and complete disclosures in accordance with the anti-fraud provisions of the federal securities laws. --------------------------------------------------------------------------- \5\ See Rule 202(c) of Regulation Crowdfunding. 17 CFR 227.202(c). \6\ See Rule 257(f) of Regulation A. 17 CFR 230.257(f). --------------------------------------------------------------------------- Accordingly, pursuant to Section 28 of the Securities Act, we are adopting interim final temporary rules providing that an issuer subject to the reporting requirements of either Regulation Crowdfunding or Regulation A is exempt from any requirement to file specified reports or forms with the Commission where the conditions below are satisfied: (a) The issuer is not able to meet a filing deadline due to Hurricane Florence or its aftermath; (b) The issuer files with the Commission, on or before October 29, 2018, the report or form required to be filed pursuant to either Regulation Crowdfunding or Regulation A during the period from and including September 14, 2018 to and including October 26, 2018; and (c) In any such report or form, the issuer discloses that it is relying on the interim final temporary rules and states the reasons why, in good faith, it could not file such report or form on a timely basis. For Regulation Crowdfunding, the relief includes annual reports on Form C-AR, progress updates on Form C-U, and termination of reporting on Form C-TR. For Regulation A, the relief includes post-qualification amendments required at least every 12 months after the qualification date to include updated financial statements, annual reports on Form 1- K, semi-annual reports on Form 1-SA, special financial reports on Forms 1-K or 1-SA, current [[Page 47835]] reports on Form 1-U, and exit reports on Form 1-Z. III. Economic Analysis Regulation Crowdfunding and Regulation A permit offers and sales of securities without registration under the Securities Act, subject to certain limitations and conditions, including compliance with ongoing reporting requirements. Based on staff analysis, between June 19, 2015 (the effective date of the most recent Regulation A amendments \7\) and September 15, 2018, approximately 241 filers had Regulation A offering statements qualified by the Commission, excluding withdrawn offerings. Approximately 1,010 issuers initiated Regulation Crowdfunding offerings with Form C filings between May 16, 2016 and August 31, 2018, excluding issuers that have withdrawn offerings.\8\ Approximately 40 registered intermediaries, including 31 registered funding portals and 9 registered broker-dealers, have participated in Regulation Crowdfunding offerings with Form C filings between May 16, 2016 and August 31, 2018, excluding withdrawn offerings. --------------------------------------------------------------------------- \7\ SEC Rel. No. 33-9741 (Mar. 25, 2015) [80 FR 21806 (Apr. 20, 2015)]. \8\ These figures overstate the number of issuers with obligations to file annual reports under Regulation Crowdfunding, because they do not exclude issuers that have failed to raise the target amount or have exited the reporting regime. --------------------------------------------------------------------------- We lack the data to estimate the number of investors in Regulation A or Regulation Crowdfunding offerings that could be affected if issuers rely on the relief provided by the interim final temporary rules, because information on the number of investors is generally not required to be disclosed in periodic or current reports required under Regulation A or in periodic reports or progress updates required under Regulation Crowdfunding.\9\ --------------------------------------------------------------------------- \9\ Regulation A issuers that file Form 1-Z to suspend reporting are required to disclose the number of shareholders of record. --------------------------------------------------------------------------- We are mindful of the costs and benefits of the interim final temporary rules.\10\ We believe the interim final temporary rules will benefit issuers that have an obligation to file specified reports with the Commission pursuant to either Regulation Crowdfunding or Regulation A and have been adversely affected by Hurricane Florence or its aftermath by permitting them to take additional time to meet their reporting obligations. We expect the relief provided by the interim final temporary rules will benefit issuers that, absent the relief, would not be able to avail themselves of the exemption from registration under Regulation Crowdfunding or Regulation A because the timely filing of required reports is a condition to the exemptions. In the absence of this relief, issuers could incur prohibitively high costs in an attempt to meet filing deadlines given the lack of communications, transportation, electricity, facilities, and available staff and professional advisors. --------------------------------------------------------------------------- \10\ Section 2(b) of the Securities Act [15 U.S.C. 77b(b)] requires the Commission, when engaging in rulemaking where it is required to consider or determine whether an action is necessary or appropriate in the public interest, to consider, in addition to the protection of investors, whether the action will promote efficiency, competition, and capital formation. --------------------------------------------------------------------------- The requirement for an issuer to disclose that it is relying on Rule 202(c) of Regulation Crowdfunding or Rule 257(f) of Regulation A and to state the reasons why, in good faith, it could not file a report or form on a timely basis may impose minimal additional costs on issuers availing themselves of this relief. However, we believe that these minimal costs are justified in light of the significant negative implications of not being able to rely on the exemption and the prohibitively high costs an issuer may incur in attempting to file in a timely manner. We also acknowledge that there may be costs imposed on investors, intermediaries, and other market participants due to delayed access to information about offerings conducted in reliance on Regulation A and Regulation Crowdfunding. Generally, reporting requirements strengthen investor protection and decrease the extent of information asymmetries between issuers and investors. Ongoing reporting provides investors with periodically updated information, allowing them to assess investment opportunities based on the information provided and their level of risk tolerance, resulting in better informed investment decisions and improved allocative efficiency. Given that the interim final temporary rules allow for delayed reporting for a limited time period and only under specified conditions, we do not believe such costs will be significant. The interim final temporary rules will not substantially affect competition or capital formation. We acknowledge the possibility that the interim final temporary rules may have a minor impact on efficiency. On the one hand, as noted above, the delay in reporting could marginally affect allocative efficiency to the extent that it allows information asymmetries between investors and issuers to persist for the length of time of the delay. On the other hand, we expect efficiency gains to the extent that the interim final temporary rules allow issuers to continue to rely on either of the exemptions from registration that would not be available if one of the required reports that is a condition to the exemptions was not filed in a timely manner, or to the extent the issuers are able to avoid paying a premium to service providers in an attempt to file in a timely manner by delaying reporting during the specified relief period. As an alternative to the relief specified in the interim final temporary rules, we could have considered a longer or shorter relief period. While a shorter period would have reduced the costs to investors of asymmetric information, it would also reduce the benefits of the interim final temporary rules to issuers. Similarly, a longer period would increase the costs to investors. We believe that the approximately nine-week delay in the interim final temporary rules is appropriate given the potential impact Hurricane Florence or its aftermath could have on the efforts of companies to meet filing deadlines pursuant to Regulation Crowdfunding and Regulation A. IV. Procedural and Other Matters The Administrative Procedure Act (``APA'') generally requires an agency to publish notice of a rulemaking in the Federal Register and provide an opportunity for public comment. This requirement does not apply, however, if the agency ``for good cause finds . . . that notice and public procedure are impracticable, unnecessary, or contrary to the public interest.'' \11\ The APA also generally requires that an agency publish an adopted rule in the Federal Register at least 30 days before it becomes effective. This requirement does not apply, however, if the agency finds good cause for making the rule effective sooner.\12\ --------------------------------------------------------------------------- \11\ 5 U.S.C. 553(b)(3)(B). \12\ 5 U.S.C. 553(d)(3). --------------------------------------------------------------------------- Given the temporary nature of the relief contemplated by the interim final temporary rules and the significant and immediate impact of Hurricane Florence and its aftermath on issuers in affected areas, as discussed above, the Commission finds that good cause exists to dispense with notice and comment as impracticable and unnecessary, and to act immediately to amend Rule 202 of Regulation Crowdfunding and Rule 257 of Regulation A.\13\ Further, the interim [[Page 47836]] final temporary rules will not affect the burden or cost estimates associated with existing collections of information under Regulation Crowdfunding and Regulation A for purposes of the Paperwork Reduction Act of 1995.\14\ --------------------------------------------------------------------------- \13\ This finding also satisfies the requirements of 5 U.S.C. 808(2), allowing the interim final temporary rules to become effective notwithstanding the requirement of 5 U.S.C. 801 (if a federal agency finds that notice and public comment are impractical, unnecessary or contrary to the public interest, a rule shall take effect at such time as the federal agency promulgating the rule determines). The interim final temporary rules also do not require analysis under the Regulatory Flexibility Act. See 5 U.S.C. 604(a) (requiring a final regulatory flexibility analysis only for rules required by the APA or other law to undergo notice and comment). \14\ 44 U.S.C. 3501 et seq. --------------------------------------------------------------------------- V. Statutory Basis and Text of Amendments We are adopting amendments to Rule 202 of Regulation Crowdfunding and Rule 257 of Regulation A under the authority set forth in the Securities Act (15 U.S.C. 77a et seq.), particularly, Section 28 thereof. List of Subjects 17 CFR Part 227 Crowdfunding, Funding portals, Intermediaries, Reporting and recordkeeping requirements, Securities. 17 CFR Part 230 Reporting and recordkeeping requirements, Securities. In accordance with the foregoing, title 17, chapter II of the Code of Federal Regulations is amended as follows: PART 227--REGULATION CROWDFUNDING, GENERAL RULES AND REGULATIONS 0 1. The authority citation for part 227 is revised to read as follows: Authority: 15 U.S.C. 77d, 77d-1, 77s, 77z-3, 78c, 78o, 78q, 78w, 78mm, and Pub. L. 112-106, secs. 301-305, 126 Stat. 306 (2012). 0 2. Amend Sec. 227.202 by adding paragraph (c) to read as follows: Sec. 227.202 Ongoing reporting requirements. * * * * * (c) Temporary relief from certain reporting requirements. (1) An issuer that is not able to meet a filing deadline for any report or form required to be filed by this section, 17 CFR 227.203(a)(3)), or 17 CFR 227.203(b) during the period from and including September 14, 2018 to and including October 26, 2018 due to Hurricane Florence and its aftermath shall be deemed to have satisfied the filing deadline for such report or form if the issuer files such report or form with the Commission on or before October 29, 2018. (2) In any report or form filed pursuant to paragraph (c)(1) of this section, the issuer must disclose that it is relying on this paragraph (c) and state the reasons why, in good faith, it could not file such report or form on a timely basis. PART 230--GENERAL RULES AND REGULATIONS, SECURITIES ACT OF 1933 0 3. The authority citation for part 230 continues to read in part as follows: Authority: 15 U.S.C. 77b, 77b note, 77c, 77d, 77f, 77g, 77h, 77j, 77r, 77s, 77z-3, 77sss, 78c, 78d, 78j, 78l, 78m, 78n, 78o, 78o- 7 note, 78t, 78w, 78ll(d), 78mm, 80a-8, 80a-24, 80a-28, 80a-29, 80a- 30, and 80a-37, and Pub. L. 112-106, sec. 201(a), sec. 401, 126 Stat. 313 (2012), unless otherwise noted. 0 4. Amend Sec. 230.257 by adding paragraph (f) to read as follows: Sec. 230.257 Periodic and current reporting; exit report. * * * * * (f) Temporary relief from ongoing reporting requirements. (1) An issuer that is not able to meet a filing deadline for any report or form required to be filed by 17 CFR 230.252(f)(2)(i)) or this section during the period from and including September 14, 2018 to and including October 26, 2018 due to Hurricane Florence and its aftermath shall be deemed to have satisfied the filing deadline for such report or form if the issuer files such report or form with the Commission on or before October 29, 2018. (2) In any report or form filed pursuant to paragraph (f)(1) of this section, the issuer must disclose that it is relying on this paragraph (f) and state the reasons why, in good faith, it could not file such report or form on a timely basis. By the Commission. Dated: September 19, 2018. Brent J. Fields, Secretary. [FR Doc. 2018-20740 Filed 9-19-18; 4:15 pm] BILLING CODE 8011-01-P
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§ 679.45(f)(3) ...................................................... § 679.43 ............................................................ 15 CFR part 906.
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§ 679.45(h) .......................................................... § 679.43 ............................................................ 15 CFR part 906.
[FR Doc. 2018–20410 Filed 9–20–18; 8:45 am] I. Introduction Regulation A 6 is both necessary in the
BILLING CODE 3510–22–P On September 14, 2018, Hurricane public interest and consistent with the
Florence made landfall near the North protection of investors, we remind
Carolina and South Carolina border. The companies that are the subject of the
SECURITIES AND EXCHANGE storm and subsequent flooding have relief provided in these interim final
COMMISSION displaced individuals and businesses temporary rules to continue to evaluate
and disrupted communications and their obligations to make materially
17 CFR Parts 227 and 230 transportation across the affected region. accurate and complete disclosures in
[Release No. 33–10556] We are adopting these interim final accordance with the anti-fraud
temporary rules to address the needs of provisions of the federal securities laws.
Regulation Crowdfunding and companies directly or indirectly affected Accordingly, pursuant to Section 28
Regulation A Relief and Assistance for by Hurricane Florence or its aftermath of the Securities Act, we are adopting
Victims of Hurricane Florence that are subject to reporting obligations interim final temporary rules providing
pursuant to Regulation Crowdfunding or that an issuer subject to the reporting
AGENCY: Securities and Exchange requirements of either Regulation
Commission. Regulation A.
Section 28 of the Securities Act Crowdfunding or Regulation A is
ACTION: Interim final temporary rule. provides that the Commission may, by exempt from any requirement to file
SUMMARY: We are adopting interim final rule or regulation, ‘‘conditionally or specified reports or forms with the
temporary rules for issuers subject to unconditionally exempt any person, Commission where the conditions
reporting obligations pursuant to security, or transaction, or any class or below are satisfied:
Regulation Crowdfunding and classes of persons, securities, or (a) The issuer is not able to meet a
Regulation A in order to address the transactions, from any provision or filing deadline due to Hurricane
needs of companies directly or provisions of this title or of any rule or Florence or its aftermath;
indirectly affected by Hurricane regulation issued under this title, to the (b) The issuer files with the
Florence. The temporary rules extend extent that such exemption is necessary Commission, on or before October 29,
the filing deadlines for specified reports or appropriate in the public interest, 2018, the report or form required to be
and forms due pursuant to Regulation and is consistent with the protection of filed pursuant to either Regulation
Crowdfunding and Regulation A for investors.’’ 4 Crowdfunding or Regulation A during
certain issuers. II. Temporary Relief From Filing the period from and including
DATES: These rules are effective from Requirements for Issuers Subject to the September 14, 2018 to and including
September 21, 2018, through October Reporting Obligations of Regulation October 26, 2018; and
29, 2018. Crowdfunding or Regulation A (c) In any such report or form, the
FOR FURTHER INFORMATION CONTACT: issuer discloses that it is relying on the
The lack of communications,
Jennifer Zepralka, Office Chief, or Amy interim final temporary rules and states
transportation, electricity, facilities, and
Reischauer, Special Counsel, Office of the reasons why, in good faith, it could
available staff and professional advisors
Small Business Policy, Division of not file such report or form on a timely
as a result of Hurricane Florence could
Corporation Finance, at (202) 551–3460, basis.
hamper the efforts of companies with
U.S. Securities and Exchange reporting obligations to meet their filing For Regulation Crowdfunding, the
Commission, 100 F Street NE, deadlines pursuant to Regulation relief includes annual reports on Form
Washington, DC 20549–3628. Crowdfunding or Regulation A. At the C–AR, progress updates on Form C–U,
SUPPLEMENTARY INFORMATION: We are same time, investors have an interest in and termination of reporting on Form
adopting amendments to 17 CFR the timely availability of required C–TR. For Regulation A, the relief
227.202 (‘‘Rule 202’’) of Regulation information about these companies. includes post-qualification amendments
Crowdfunding 1 under the Securities While the Commission believes that the required at least every 12 months after
Act of 1933 (the ‘‘Securities Act’’) 2 and temporary relief from filing the qualification date to include
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17 CFR 230.257 (‘‘Rule 257’’) of requirements provided by the updated financial statements, annual
Regulation A 3 under the Securities Act amendments to Rule 202 of Regulation reports on Form 1–K, semi-annual
as interim final temporary rules. Crowdfunding 5 and Rule 257 of reports on Form 1–SA, special financial
reports on Forms 1–K or 1–SA, current
1 17 CFR 227 et seq. 4 15
U.S.C. 77z–3.
2 15 U.S.C. 77a et seq. 5 See 6 See Rule 257(f) of Regulation A. 17 CFR
Rule 202(c) of Regulation Crowdfunding. 17
3 17 CFR 230.251 through 230.263. CFR 227.202(c). 230.257(f).
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![Federal Register / Vol. 83, No. 184 / Friday, September 21, 2018 / Rules and Regulations 47835
reports on Form 1–U, and exit reports obligations. We expect the relief on either of the exemptions from
on Form 1–Z. provided by the interim final temporary registration that would not be available
rules will benefit issuers that, absent the if one of the required reports that is a
III. Economic Analysis
relief, would not be able to avail condition to the exemptions was not
Regulation Crowdfunding and themselves of the exemption from filed in a timely manner, or to the extent
Regulation A permit offers and sales of registration under Regulation the issuers are able to avoid paying a
securities without registration under the Crowdfunding or Regulation A because premium to service providers in an
Securities Act, subject to certain the timely filing of required reports is a attempt to file in a timely manner by
limitations and conditions, including condition to the exemptions. In the delaying reporting during the specified
compliance with ongoing reporting absence of this relief, issuers could relief period.
requirements. Based on staff analysis, incur prohibitively high costs in an As an alternative to the relief
between June 19, 2015 (the effective attempt to meet filing deadlines given specified in the interim final temporary
date of the most recent Regulation A the lack of communications, rules, we could have considered a
amendments 7) and September 15, 2018, transportation, electricity, facilities, and longer or shorter relief period. While a
approximately 241 filers had Regulation available staff and professional advisors. shorter period would have reduced the
A offering statements qualified by the The requirement for an issuer to costs to investors of asymmetric
Commission, excluding withdrawn disclose that it is relying on Rule 202(c) information, it would also reduce the
offerings. Approximately 1,010 issuers of Regulation Crowdfunding or Rule benefits of the interim final temporary
initiated Regulation Crowdfunding 257(f) of Regulation A and to state the rules to issuers. Similarly, a longer
offerings with Form C filings between reasons why, in good faith, it could not period would increase the costs to
May 16, 2016 and August 31, 2018, file a report or form on a timely basis investors. We believe that the
excluding issuers that have withdrawn may impose minimal additional costs approximately nine-week delay in the
offerings.8 Approximately 40 registered on issuers availing themselves of this interim final temporary rules is
intermediaries, including 31 registered relief. However, we believe that these appropriate given the potential impact
funding portals and 9 registered broker- minimal costs are justified in light of the Hurricane Florence or its aftermath
dealers, have participated in Regulation significant negative implications of not could have on the efforts of companies
Crowdfunding offerings with Form C being able to rely on the exemption and to meet filing deadlines pursuant to
filings between May 16, 2016 and the prohibitively high costs an issuer Regulation Crowdfunding and
August 31, 2018, excluding withdrawn may incur in attempting to file in a Regulation A.
offerings. timely manner.
We lack the data to estimate the We also acknowledge that there may IV. Procedural and Other Matters
number of investors in Regulation A or be costs imposed on investors, The Administrative Procedure Act
Regulation Crowdfunding offerings that intermediaries, and other market (‘‘APA’’) generally requires an agency to
could be affected if issuers rely on the participants due to delayed access to publish notice of a rulemaking in the
relief provided by the interim final information about offerings conducted Federal Register and provide an
temporary rules, because information on in reliance on Regulation A and opportunity for public comment. This
the number of investors is generally not Regulation Crowdfunding. Generally, requirement does not apply, however, if
required to be disclosed in periodic or reporting requirements strengthen the agency ‘‘for good cause finds . . .
current reports required under investor protection and decrease the that notice and public procedure are
Regulation A or in periodic reports or extent of information asymmetries impracticable, unnecessary, or contrary
progress updates required under between issuers and investors. Ongoing to the public interest.’’ 11 The APA also
Regulation Crowdfunding.9 reporting provides investors with generally requires that an agency
We are mindful of the costs and periodically updated information, publish an adopted rule in the Federal
benefits of the interim final temporary allowing them to assess investment Register at least 30 days before it
rules.10 We believe the interim final opportunities based on the information becomes effective. This requirement
temporary rules will benefit issuers that provided and their level of risk does not apply, however, if the agency
have an obligation to file specified tolerance, resulting in better informed finds good cause for making the rule
reports with the Commission pursuant investment decisions and improved effective sooner.12
to either Regulation Crowdfunding or allocative efficiency. Given that the Given the temporary nature of the
Regulation A and have been adversely interim final temporary rules allow for relief contemplated by the interim final
affected by Hurricane Florence or its delayed reporting for a limited time temporary rules and the significant and
aftermath by permitting them to take period and only under specified immediate impact of Hurricane Florence
additional time to meet their reporting conditions, we do not believe such costs and its aftermath on issuers in affected
will be significant. areas, as discussed above, the
7 SEC Rel. No. 33–9741 (Mar. 25, 2015) [80 FR The interim final temporary rules will
21806 (Apr. 20, 2015)].
Commission finds that good cause exists
not substantially affect competition or
8 These figures overstate the number of issuers to dispense with notice and comment as
capital formation. We acknowledge the
with obligations to file annual reports under impracticable and unnecessary, and to
possibility that the interim final
Regulation Crowdfunding, because they do not act immediately to amend Rule 202 of
exclude issuers that have failed to raise the target temporary rules may have a minor
Regulation Crowdfunding and Rule 257
amount or have exited the reporting regime. impact on efficiency. On the one hand,
of Regulation A.13 Further, the interim
9 Regulation A issuers that file Form 1–Z to
as noted above, the delay in reporting
suspend reporting are required to disclose the could marginally affect allocative 11 5 U.S.C. 553(b)(3)(B).
number of shareholders of record.
efficiency to the extent that it allows
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10 Section 2(b) of the Securities Act [15 U.S.C. 12 5 U.S.C. 553(d)(3).
77b(b)] requires the Commission, when engaging in information asymmetries between 13 This finding also satisfies the requirements of
rulemaking where it is required to consider or investors and issuers to persist for the 5 U.S.C. 808(2), allowing the interim final
determine whether an action is necessary or length of time of the delay. On the other temporary rules to become effective
appropriate in the public interest, to consider, in notwithstanding the requirement of 5 U.S.C. 801 (if
addition to the protection of investors, whether the
hand, we expect efficiency gains to the a federal agency finds that notice and public
action will promote efficiency, competition, and extent that the interim final temporary comment are impractical, unnecessary or contrary
capital formation. rules allow issuers to continue to rely Continued
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final temporary rules will not affect the section, the issuer must disclose that it ACTION: Notice of enforcement of
burden or cost estimates associated with is relying on this paragraph (c) and state regulation; change of enforcement date.
existing collections of information the reasons why, in good faith, it could
under Regulation Crowdfunding and not file such report or form on a timely SUMMARY: The Coast Guard will enforce
Regulation A for purposes of the basis. the special local regulation on the
Paperwork Reduction Act of 1995.14 waters of the New Jersey Intracoastal
PART 230—GENERAL RULES AND
V. Statutory Basis and Text of Waterway (ICW), near Atlantic City,
REGULATIONS, SECURITIES ACT OF
Amendments New Jersey, from 6 a.m. to 9 a.m. on
1933
September 23, 2018. This action is
We are adopting amendments to Rule
202 of Regulation Crowdfunding and ■ 3. The authority citation for part 230 necessary to ensure safety of life on the
Rule 257 of Regulation A under the continues to read in part as follows: navigable waters of the United States
authority set forth in the Securities Act Authority: 15 U.S.C. 77b, 77b note, 77c,
during a triathlon event. The purpose of
(15 U.S.C. 77a et seq.), particularly, 77d, 77f, 77g, 77h, 77j, 77r, 77s, 77z–3, 77sss, this notice of enforcement is to
Section 28 thereof. 78c, 78d, 78j, 78l, 78m, 78n, 78o, 78o-7 note, announce a change in the date in which
78t, 78w, 78ll(d), 78mm, 80a–8, 80a–24, 80a– the event is being held.
List of Subjects 28, 80a–29, 80a–30, and 80a–37, and Pub. L.
112–106, sec. 201(a), sec. 401, 126 Stat. 313 DATES: The regulations in 33 CFR
17 CFR Part 227 100.501 will be enforced from 6 a.m. to
(2012), unless otherwise noted.
Crowdfunding, Funding portals, 9 a.m. on September 23, 2018, for the
■ 4. Amend § 230.257 by adding
Intermediaries, Reporting and special local regulation listed as (a)12 in
paragraph (f) to read as follows:
recordkeeping requirements, Securities. the table to § 100.501.
17 CFR Part 230 § 230.257 Periodic and current reporting;
exit report. FOR FURTHER INFORMATION CONTACT: If
Reporting and recordkeeping you have questions about this notice of
* * * * *
requirements, Securities. enforcement, you may call or email
(f) Temporary relief from ongoing
In accordance with the foregoing, title Petty Officer Thomas J. Welker,
reporting requirements. (1) An issuer
17, chapter II of the Code of Federal that is not able to meet a filing deadline Waterways Management Branch, U.S.
Regulations is amended as follows: for any report or form required to be Coast Guard Sector Delaware Bay;
filed by 17 CFR 230.252(f)(2)(i)) or this telephone (215) 271–4814, email
PART 227—REGULATION Thomas.j.welker@uscg.mil.
section during the period from and
CROWDFUNDING, GENERAL RULES
including September 14, 2018 to and SUPPLEMENTARY INFORMATION: From 6
AND REGULATIONS
including October 26, 2018 due to a.m. to 9 a.m. on September 23, 2018,
■ 1. The authority citation for part 227 Hurricane Florence and its aftermath the Coast Guard will enforce the special
is revised to read as follows: shall be deemed to have satisfied the local regulation at 33 CFR 100.501, table
filing deadline for such report or form to § 100.501, (a)12 for the regulated area
Authority: 15 U.S.C. 77d, 77d–1, 77s, 77z–
if the issuer files such report or form located in the New Jersey ICW in
3, 78c, 78o, 78q, 78w, 78mm, and Pub. L.
112–106, secs. 301–305, 126 Stat. 306 (2012). with the Commission on or before
Atlantic City, NJ. The published
October 29, 2018.
■ 2. Amend § 227.202 by adding enforcement periods for this event
(2) In any report or form filed
paragraph (c) to read as follows: include the second or third Saturday
pursuant to paragraph (f)(1) of this
section, the issuer must disclose that it and Sunday in September. We are
§ 227.202 Ongoing reporting requirements. announcing a change of enforcement
is relying on this paragraph (f) and state
* * * * * date for this year’s event with this
(c) Temporary relief from certain the reasons why, in good faith, it could
not file such report or form on a timely notice of enforcement because the event
reporting requirements. (1) An issuer will take place on the fourth Sunday in
that is not able to meet a filing deadline basis.
September.
for any report or form required to be By the Commission.
filed by this section, 17 CFR Dated: September 19, 2018. The Captain of the Port, Delaware Bay
227.203(a)(3)), or 17 CFR 227.203(b) Brent J. Fields, will be enforcing the Special Local
during the period from and including Secretary.
Regulation as specified in § 100.501(c).
September 14, 2018 to and including [FR Doc. 2018–20740 Filed 9–19–18; 4:15 pm] In addition to this notice of
October 26, 2018 due to Hurricane BILLING CODE 8011–01–P enforcement in the Federal Register, the
Florence and its aftermath shall be Coast Guard plans to provide the
deemed to have satisfied the filing maritime community with advanced
deadline for such report or form if the notice of enforcement of regulation by
issuer files such report or form with the DEPARTMENT OF HOMELAND Broadcast Notice to Mariners (BNM),
Commission on or before October 29, SECURITY Local Notice to Mariners and on-scene
2018. notice by designated representative.
(2) In any report or form filed Coast Guard
pursuant to paragraph (c)(1) of this Dated: September 18, 2018.
33 CFR Part 100 Scott E. Anderson,
to the public interest, a rule shall take effect at such Captain, U.S. Coast Guard, Captain of the
daltland on DSKBBV9HB2PROD with RULES
time as the federal agency promulgating the rule [Docket No. USCG–2018–0752] Port Delaware Bay.
determines). The interim final temporary rules also
do not require analysis under the Regulatory [FR Doc. 2018–20613 Filed 9–20–18; 8:45 am]
Flexibility Act. See 5 U.S.C. 604(a) (requiring a final Special Local Regulation; Marine
BILLING CODE 9110–04–P
regulatory flexibility analysis only for rules Events Within the Fifth Coast Guard
required by the APA or other law to undergo notice District
and comment).
14 44 U.S.C. 3501 et seq. AGENCY: Coast Guard, DHS.
VerDate Sep<11>2014 16:15 Sep 20, 2018 Jkt 244001 PO 00000 Frm 00036 Fmt 4700 Sfmt 9990 E:\FR\FM\21SER1.SGM 21SER1](https://thefederalregister.org/doc/83_FR_48018/page/3.svg)
Document Created: 2018-09-21 00:23:17
Document Modified: 2018-09-21 00:23:17
| 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 | Interim final temporary rule. | |
| Dates | These rules are effective from September 21, 2018, through October 29, 2018. | |
| Contact | Jennifer Zepralka, Office Chief, or Amy Reischauer, Special Counsel, Office of Small Business Policy, Division of Corporation Finance, at (202) 551-3460, U.S. Securities and Exchange Commission, 100 F Street NE, Washington, DC 20549-3628. | |
| FR Citation | 83 FR 47834 | |
| CFR Citation | 17
CFR
227 17 CFR 230 | |
| CFR Associated | Crowdfunding; Funding Portals; Intermediaries; Reporting and Recordkeeping Requirements and Securities |
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