Robert R. Kaplan, Jr, Managing Partner for Practices and Founder at the law firm of Kaplan Voekler Cunningham & Frank, PLC, appeared on October 30, 2013, before the Securities, Insurance and Investment Subcommittee of the Senate Committee on Banking, Housing and Urban Affairs to testify on implementation of the JOBS Act, and, in particular, implementation of “Regulation A+.” Other testifying witnesses included the Director of the SEC’s Division of Corporate Finance Keith Higgins, Deputy General Counsel for NASAA Rick Fleming, and individuals representing the private business community.
The emphasis of the hearing was Regulation A+ and its implementation. The Senators wanted to understand from SEC timing for proposed rules – urging their issuance as soon as possible. “At one point, Senator Johanns (R-Neb.) stated that the Senate was considering a ‘JOBS Act II,’” according to Mr. Kaplan, “I took that to mean that if SEC did not act promptly, the Congress would consider implementation without SEC’s input.” Mr. Kaplan testified as to the need for Regulation A+ to assist a much larger variety of mid-market and smaller businesses for which crowdfunding or general solicitation under Rule 506(c) may not be a good fit. His testimony also addressed the need for Regulation A+ as a means for independent and regional broker-dealers to source capital for issuers on a retail basis. The Subcommittee members also focused a lot of the discussion on the need and the creation of a workable “qualified purchaser” definition.
“I thought the hearing was very productive and was encouraged to see the particular emphasis the members had on communicating to SEC the importance of Regulation A+ and it’s quick implementation,” according to Mr. Kaplan. “While the Commission’s responses to the Subcommittee lacked a lot of specifics, I think the message was, nevertheless, conveyed effectively that Congress wants Regulation A+ to be a workable reality sooner rather than later.”