Firm Memoranda

SEC Implements $10 Million Disclosure Threshold For Compensatory Securities Offerings Under Rule 701; Adopts Concept Release On Potential Changes To Rule 701 And Form S-8

Date: 07/30/18

At its open meeting on July 18, 2018, the Securities and Exchange Commission adopted an amendment to increase from $5 million to $10 million the amount of securities triggering enhanced disclosure requirements for compensatory offerings made in reliance on the exemption under Rule 701 under the Securities Act of 1933, as amended.  The amendment is mandated by Section 507 of the Economic Growth, Regulatory Relief, and Consumer Protection Act.  At the July 18, 2018 meeting, the SEC also adopted a concept release requesting comments on potential further revisions seeking to modernize and to expand the availability of Rule 701, as well as comments concerning the registration of compensatory securities offerings, including potential modifications to the short-form registration statement for offerings pursuant to employee benefit plans on Form S-8.

Attached is the firm memorandum discussing the Securities and Exchange Commission's amendment.

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CGR Memo - SEC Implements $10 Million Disclosure Threshold For Compensatory Securities Offerings Under Rule 701.pdf (pdf | 188.86 KB )