As used in this Regulation A, all terms have the same meanings as in Rule 405 (§ 230.405), except that all references to registrant in those definitions shall refer to the issuer of the securities to be offered and sold under Regulation A. In addition, these terms have the following meanings:
(a) Affiliated issuer. An affiliate (as defined in Rule 501 (§ 230.501)) of the issuer that is issuing securities in the same offering.
(b) Business day. Any day except Saturdays, Sundays or United States federal holidays.
(c) Eligible securities. Equity securities, debt securities, and securities convertible or exchangeable to equity interests, including any guarantees of such securities, but not including asset-backed securities as such term is defined in Item 1101(c) of Regulation AB.
(d) Final order. A written directive or declaratory statement issued by a federal or state agency described in Rule 262(a)(3) (§ 230.262(a)(3)) under applicable statutory authority that provides for notice and an opportunity for hearing, which constitutes a final disposition or action by that federal or state agency.
(e) Final offering circular. The more recent of: the current offering circular contained in a qualified offering statement; and any offering circular filed pursuant to Rule 253(g) (§ 230.253(g)). If, however, the issuer is relying on Rule 253(b) ((§ 230.253(b)), the Final Offering Circular is the most recent of the offering circular filed pursuant to Rule 253(g)(1) or (3) (§ 230.253(g)(1) or (3)) and any subsequent offering circular filed pursuant to Rule 253(g) (§ 230.253(g)).
(f) Offering statement. An offering statement prepared pursuant to Regulation A.
(g) Preliminary offering circular. The offering circular described in Rule 254 (§ 230.254).
[80 FR 21895, Apr. 20, 2015]
Notes of Decisions
United States v. John A. McGuire Edmond G. Blumner & Herbert Perry, 381 F.2d 306 (2d Cir. 1967).
“3 On October 29, 19,58 the SEC temporarily suspended Haratine’s Regulation A exemption under Regulation A, Rule 261, 17 C.F.R. § 230.261 , on the ground that the company had failed to file certain promotional material with the SEC as required by Regulation A, Rule 258, 17.”
Koss v. Sec. & Exch. Comm'n of the United States, 364 F. Supp. 1321 (S.D.N.Y. 1973).
· cites it 2× “Deficiencies in offering circulars or fraudulent conduct of a Regulation A offering may evoke several responses from the Commission: administrative action suspending the Regulation A exemption, see Rule 261, 17 C.F.R. 230.261 (1973); commencement of a civil action to enjoin…”
United States v. McGuire, 249 F. Supp. 43 (S.D.N.Y. 1965).
“Under date of October 29, 1958, the Commission made an order under its Rule 261 ( 17 C.F.R. § 230.261 ) temporarily suspending the exemption of the Hara-tine offering; by order made July 14, 1959, and on stipulation the suspension was made permanent.”
Sec. & Exch. Comm'n v. Sw. Coal & Energy Co., 624 F.2d 1312 (5th Cir. 1980).
“17 C.F.R. § 230.261 (a)(2) (1979). Recognizing, as have we, that the SEC interpretation would circumvent and render superfluous this formal procedure, the Ninth Circuit rejected this approach and held that an exemption, once acquired, continues until formally suspended by the…”
Sec. & Exch. Comm'n v. Blazon Corp., 609 F.2d 960 (9th Cir. 1979).
“Rule 261, 17 C.F.R. 230.261, promulgated by the Commission pursuant to Securities Act § 3(b), provides the procedure by which a Reg.”
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