July 19, 2018

The North American Securities Administrators Association, Inc. (NASAA) is requesting public comments regarding two proposed model rules that would facilitate secondary trading in securities of issuers about which there is certain publicly available information about the issuer.

The first proposed model rule would designate certain sources as nationally recognized securities manuals or their electronic equivalent for purposes of the so-called “manual exemption” from registration under state law. This proposed model rule is intended to address issues that have arisen as a result of the discontinuation of the manual previously published by Standard & Poor’s.

The second proposed model rule would provide two alternative options for providing an exemption for secondary trading in securities of issuers that have previously sold securities in an offering under Tier 2 of Regulation A and that remain current in their ongoing reporting requirements under federal law. The second proposal is designed to facilitate secondary trading in securities of Regulation A – Tier 2 issuers.

Download: Request for Public Comment

Public Comment Period

Comments on the proposed model rules are due by August 20, 2018. To facilitate consideration of comments, please send comments to William Beatty (bbeatty@dfi.wa.gov), Chair of the Corporation Finance Section; Faith Anderson (faith.anderson@dfi.wa.gov), Chair of the Small Business/Limited Offerings Project Group; Christopher Staley (nasaacomments@nasaa.org), Assistant General Counsel, NASAA; and Mark Stewart (nasaacomments@nasaa.org), Counsel, NASAA. We encourage, but do not require, comments to be submitted by e-mail.

Hard copy comments may be submitted at the address below.

NASAA Legal Department
Mark Stewart, Counsel NASAA
750 First Street, NE, Suite 990
Washington, DC 20002

Note: After the comment period has closed, NASAA will post to its website the comments it receives as submitted by the authors. Parties should therefore only submit information that they wish to make publicly available. Further, the following notice will appear on NASAA’s website where comments are posted: NASAA, its agents, and employees accept no responsibility for the content of the comments posted on this Web page. The views, expressions, and opinions expressed in the comments are solely those of the author(s).

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