On October 30, 2013, the North American Securities Administrators Association (NASAA) released a notice of request for public comment on its proposed coordinated review program for offerings exempt from registration under Section 3(b)(2) of the Securities Act, informally known as Regulation "A+."

Section 401(a) of the JOBS Act amended Section 3(b) of the Securities Act to add new subsections (2) through (5), which require the SEC to amend existing Regulation A or adopt a new, similar regulation exempting certain securities offerings of up to $50 million in any 12-month period from the Securities Act registration requirements. The amended Regulation A or new, similar regulation is referred to informally by practitioners as Regulation A+, since it is intended to be an improved and modernized version of the pre-JOBS Act Regulation A. The Regulation A+ exemption is not available until the SEC adopts rulemaking implementing it. There is no deadline in the JOBS Act for this rulemaking. As of November 5, 2013, the SEC has not yet proposed Regulation A+ rules.

Regulation A+ securities will be considered "covered securities" under the National Securities Markets Improvement Act, meaning that state blue sky law registration requirements will be preempted only if the securities are either offered or sold:

Because only a narrow class of Regulation A+ securities are likely to qualify as covered securities, NASAA expects that many Regulation A+ offerings will have to be registered in each state in which the offerings are made.

In preparation for this, NASAA has proposed a coordinated review plan, which would create a one-stop filing for all states in which registration is required. The single filing would be made through the Electronic Filing Depository system currently being developed by NASAA. Once a filing has been made, a program administrator would select a lead merit examiner and a lead disclosure examiner from among the states in which an issuer seeks registration. If an issuer does not apply for registration in a state that applies merit standards, then only a lead disclosure examiner would be selected for that offering. Lead examiners would be responsible for:

As with existing coordinated review programs for registered public offerings, the issuer would have the option of withdrawing from select states or from coordinated review altogether.

The coordinated review process would take a minimum of 30 days. NASAA currently expects that the state of Washington will serve as the program administrator.

NASAA released the following proposed materials with its notice:

NASAA is accepting public comments on the proposal until November 30, 2013.

To learn more about Regulation A+, see Practice Note, JOBS Act: Exemption for Certain Securities (Small Company Capital Formation) Summary.