Concept Release on Compensatory Securities Offerings and Sales
The Securities and Exchange Commission (``Commission'') is publishing this release to solicit comment on the exemption from registration under the Securities Act of 1933 (the ``Securities Act'') for securities issued by non-reporting companies pursuant to compensatory arrangements, and Form S-8, the registration statement for compensatory offerings by reporting companies. Significant evolution has taken place both in the types of compensatory offerings issuers make and the composition of the workforce since the Commission last substantively amended these regulations. Therefore, as we amend the exemption as mandated by the Economic Growth, Regulatory Relief, and Consumer Protection Act (the ``Act''), we seek comment on possible ways to modernize the exemption and the relationship between it and Form S- 8, consistent with investor protection.
Exempt Offerings Pursuant to Compensatory Arrangements
The Securities and Exchange Commission is adopting an amendment to its regulations under the Securities Act of 1933 (the ``Securities Act''), which provide an exemption from registration for securities issued by non-reporting companies pursuant to compensatory arrangements. As mandated by the Economic Growth, Regulatory Relief, and Consumer Protection Act (the ``Act''), the amendment revises a rule to increase from $5 million to $10 million the aggregate sales price or amount of securities sold during any consecutive 12-month period in excess of which the issuer is required to deliver additional disclosures to investors.
Whistleblower Program Rules
The Securities and Exchange Commission (``Commission'') is proposing for public comment several amendments to the Commission's rules implementing its whistleblower program. Section 21F of the Securities Exchange Act of 1934 (``Exchange Act'') provides, among other things, that the Commission shall pay an awardunder regulations prescribed by the Commission and subject to certain limitationsto eligible whistleblowers who voluntarily provide the Commission with original information about a violation of the federal securities laws that leads to the successful enforcement of a covered judicial or administrative action, or a related action. On May 25, 2011, the Commission adopted a comprehensive set of rules to implement the whistleblower program. The proposed rules would make certain changes and clarifications to the existing rules, as well as several technical amendments. The Commission is also including interpretive guidance concerning the terms ``unreasonable delay'' and ``independent analysis.''