SEC Proposes First Major Registered Offering Framework Overhaul Since 2005
In-house counsel for public companies, non-traded REITs, and BDCs must monitor this proposal, as it would eliminate state blue sky preemption for most registered offerings and rewrite core capital raise compliance rules.
The U.S. Securities and Exchange Commission has released its first major proposed overhaul of the registered offering framework since 2005, centered on preempting state “blue sky” securities registration requirements for most registered public offerings. The rule would eliminate the multi-state compliance gauntlet for covered offerings, including non-traded REITs and BDCs, that currently require separate state-level filings and reviews. In-house counsel for affected entities should review the proposed rule, submit comments during the SEC’s open comment period, and assess how the changes would streamline future capital raise processes.