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[Federal Register Volume 89, Number 237 (Tuesday, December 10, 2024)]
[Proposed Rules]
[Pages 99175-99176]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2024-28353]

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SECURITIES AND EXCHANGE COMMISSION

17 CFR Chapter II

[Release Nos. 33-11330; 34-101769; 39-2558; File No. S7-2024-08]

List of Rules To Be Reviewed Pursuant to the Regulatory 
Flexibility Act

AGENCY: Securities and Exchange Commission.

ACTION: Publication of list of rules scheduled for review.

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SUMMARY: The Securities and Exchange Commission is publishing a list of 
rules to be reviewed pursuant to the Regulatory Flexibility Act. The 
list is published to provide the public with notice that these rules 
are scheduled for review by the agency and to invite public comment on 
whether the rules should be continued without change, or should be 
amended or rescinded to minimize any significant economic impact of the 
rules upon a substantial number of small entities.

DATES: Comments should be submitted by January 9, 2025.

ADDRESSES: Comments may be submitted by any of the following methods:

Electronic Comments

     Use the Commission's internet comment form (https://www.sec.gov/rules/submitcomments.html); or
     Send an email to [email protected]. Please include 
File Number S7-2024-08 on the subject line.

Paper Comments

     Send paper comments to Secretary, U.S. Securities and 
Exchange Commission, 100 F Street NE, Washington, DC 20549-1090.

All submissions should refer to File Number S7-2024-08. This file 
number should be included on the subject line if email is used. To help 
the Commission process and review your comments more efficiently, 
please use only one method of submission. The Commission will post all 
comments on the Commission's website (https://www.sec.gov/comments/s7-2024-08/s7202408.htm). Comments also are available for website viewing 
and printing in the Commission's Public Reference Room, 100 F Street 
NE, Washington, DC 20549, on official business days between the hours 
of 10 a.m. and 3 p.m. Operating conditions may limit access to the 
Commission's Public Reference Room. Do not include personal 
identifiable information in submissions; you should submit only 
information that you wish to make available publicly. We may redact in 
part or withhold entirely from publication submitted material that is 
obscene or subject to copyright protection. Studies, memoranda, or 
other substantive items may be added by the Commission or staff to the 
comment file during this rulemaking. A notification of the inclusion in 
the comment file of any such materials will be made available on our 
website. To ensure direct electronic receipt of such notifications, 
sign up through the ``Stay Connected'' option at www.sec.gov to receive 
notifications by email.

FOR FURTHER INFORMATION CONTACT: Sandra Sojka, General Attorney, Office 
of the General Counsel, 202-551-4928.

SUPPLEMENTARY INFORMATION: The Regulatory Flexibility Act (``RFA''), 
codified at 5 U.S.C. 601-612, requires an agency to review its rules 
that have a significant economic impact upon a substantial number of 
small entities within ten years of the publication of such rules as 
final rules. 5 U.S.C. 610(a). The purpose of the review is ``to 
determine whether such rules should be continued without change, or 
should be

[[Page 99176]]

amended or rescinded . . . to minimize any significant economic impact 
of the rules upon a substantial number of such small entities.'' 5 
U.S.C. 610(a). The RFA sets forth specific considerations that must be 
addressed in the review of each rule:
     the continued need for the rule;
     the nature of complaints or comments received concerning 
the rule from the public;
     the complexity of the rule;
     the extent to which the rule overlaps, duplicates or 
conflicts with other federal rules, and, to the extent feasible, with 
state and local governmental rules; and
     the length of time since the rule has been evaluated or 
the degree to which technology, economic conditions, or other factors 
have changed in the area affected by the rule. 5 U.S.C. 610(b).
    The list below includes rules adopted in 2015 that may have a 
significant economic impact on a substantial number of small entities 
(but excludes rules that have been substantially changed since 
adoption, rules that are minor amendments to previously adopted rules, 
and rules that are ministerial, procedural, or technical in nature). 
Where the Commission has previously made a determination of a rule's 
impact on small businesses, the determination is noted on the list.
    The Commission particularly solicits public comment on whether the 
rules listed below affect small businesses in new or different ways 
than when they were first adopted. The rules and forms listed below are 
scheduled for review by staff of the Commission.
    Title: Crowdfunding.
    Citation: 17 CFR 230-1, 17 CFR 227.100, 17 CFR 227.201, 17 CFR 
227.202, 17 CFR 227.203, 17 CFR 227.204, 17 CFR 227.205, 17 CFR 
227.300, 17 CFR 227.301, 17 CFR 227.302, 17 CFR 227.303, 17 CFR 
227.304, 17 CFR 227.305, 17 CFR 227.400, 17 CFR 227.401, 17 CFR 
227.402, 17 CFR 227.403, 17 CFR 227.404, 17 CFR 227.501, 17 CFR 
227.502, 17 CFR 227.503, 17 CFR 232.101, 17 CFR 239.900, 17 CFR 
240.12g-6, 17 CFR 249.2000, 17 CFR 269, and 17 CFR 274.
    Authority: 15 U.S.C. 77c, 77d, 77d-1, 77f, 77g, 77h, 77j, 77o, 77s, 
77s(a), 77z-2, 77z-3, 77ddd, 77ddd(c), 77eee, 77ggg, 77hhh, 77iii, 
77jjj, 77nnn, 77sss, 77ttt, 77sss(a), 78a et seq., 78c, 78c-3, 78c-5, 
78c(b), 78d, 78d-1, 78d-2, 78e, 78f, 78g, 78i, 78j, 78j-1, 78k, 78k-1, 
78l, 78m, 78n, 78n-1, 78o, 78o(d), 78o-4, 78o-7 note, 78o-10, 78p, 78q, 
78q-1, 78s, 78u-5, 78w, 78w(a), 78x, 78ll, 78ll(d), 78mm, 80a-2(a), 
80a-3, 80a-6(c), 80a-8, 80a-9, 80a-10, 80a-13, 80a-20, 80a-23, 80a-24, 
80a-26, 80a-29, 80a-30, 80a-37, 80b-3, 80b-4, 80b-11, 7201 et seq., 
7202, 7211 et seq., 8302; 7 U.S.C. 2(c)(2)(E); 12 U.S.C. 5221(e)(3); 12 
U.S.C. 5461 et seq.; 18 U.S.C. 1350; Pub. L. 111-203, 939A, 124 Stat. 
1376 (2010); and Pub. L. 112-106, secs. 301-305, 126 Stat. 306 (2012), 
unless otherwise noted.
    Description: The Securities and Exchange Commission adopted new 
Regulation Crowdfunding under the Securities Act of 1933 and the 
Securities Exchange Act of 1934 to implement the requirements of Title 
III of the Jumpstart Our Business Startups Act. Regulation Crowdfunding 
prescribes rules governing the offer and sale of securities under new 
Section 4(a)(6) of the Securities Act of 1933. Regulation Crowdfunding 
also provides a framework for the regulation of registered funding 
portals and broker-dealers that issuers are required to use as 
intermediaries in the offer and sale of securities in reliance on 
Section 4(a)(6). In addition, Regulation Crowdfunding conditionally 
exempts securities sold pursuant to Section 4(a)(6) from the 
registration requirements of Section 12(g) of the Securities Exchange 
Act of 1934.
    Prior RFA Analysis: When the Commission adopted the rule on October 
30, 2015, it published a Final Regulatory Flexibility Analysis in the 
adopting release, Release Nos. 33-9974/34-76324, available at: https://www.federalregister.gov/documents/2015/11/16/2015-28220/crowdfunding. 
The Commission solicited comment on its Initial Regulatory Flexibility 
Analysis published in the proposing release, Release Nos. 33-9470/34-
70741 (Oct. 23, 2013), available at: https://www.federalregister.gov/documents/2013/11/05/2013-25355/crowdfunding, and considered comments 
received at the time.
* * * * *
    Title: Amendments for Small and Additional Issues Exemptions Under 
the Securities Act (Regulation A).
    Citation: 17 CFR 200.30-1, 17 CFR 230.157, 17 CFR 230.251, 17 CFR 
230.252, 17 CFR 230.253, 17 CFR 230.254, 17 CFR 230.255, 17 CFR 
230.256, 17 CFR 230.257, 17 CFR 230.258, 17 CFR 230.259, 17 CFR 
230.260, 17 CFR 230.261, 17 CFR 230.262, 17 CFR 230.263, 17 CFR 
230.505, 17 CFR 232.101, 17 CFR 239.90, 17 CFR 239.91, 17 CFR 239.92, 
17 CFR 239.93, 17 CFR 239.94, 17 CFR 240.12g5-1, 17 CFR 240.15c2-11, 17 
CFR 249.208a, and 17 CFR 260.4a-1.
    Authority: 15 U.S.C. 77b, 77b note, 77c, 77d, 77f, 77g, 77h, 77j, 
77o, 77r, 77s, 77s(a), 77z-2, 77z-3, 77ddd, 77eee, 77ggg, 77nnn, 77sss, 
77sss(a), 77ttt, 78a et seq., 78c, 78c-3, 78c-5, 78c(b), 78d, 78d-1, 
78d-2, 78e, 78f, 78g, 78i, 78j, 78j-1, 78k, 78k-1, 78l, 78m, 78n, 78n-
1, 78o, 78o(d), 78o-4, 78o-7 note, 78o-10, 78p, 78q, 78q-1, 78s, 78t, 
78u-5, 78w, 78w(a), 78x, 78ll, 78ll(d), 78mm, 80a-2(a), 80a-3, 80a-
6(c), 80a-8, 80a-9, 80a-10, 80a-13, 80a-20, 80a-23, 80a-24, 80a-26, 
80a-28, 80a-29, 80a-30, 80a-37, 80b-3, 80b-4, 80b-11, 7201 et seq.; 
7202, 7211 et seq., 8302; 7 U.S.C. 2(c)(2)(E); 12 U.S.C. 5221(e)(3); 12 
U.S.C. 5461 et seq.; 18 U.S.C. 1350; Pub. L. 111-203, 939A, 124 Stat. 
1376, (2010); and Pub. L. 112-106, sec. 201(a), sec. 401, 126 Stat. 313 
(2012), unless otherwise noted.
    Description: The Commission adopted amendments to Regulation A and 
other rules and forms to implement Section 401 of the Jumpstart Our 
Business Startups (JOBS) Act. Section 401 of the JOBS Act added Section 
3(b)(2) to the Securities Act of 1933, which directs the Commission to 
adopt rules exempting from the registration requirements of the 
Securities Act offerings of up to $50 million of securities annually. 
The final rules include issuer eligibility requirements, content and 
filing requirements for offering statements, and ongoing reporting 
requirements for issuers in Regulation A offerings.
    Prior RFA Analysis: When the Commission adopted the amendments and 
forms on March 25, 2015, it published a Final Regulatory Flexibility 
Analysis in the adopting release, Release Nos. 33-9741/34-74578/39-
2501, available at: https://www.federalregister.gov/documents/2015/04/20/2015-07305/amendments-for-small-and-additional-issues-exemptions-under-the-securities-act-regulation-a. The Commission solicited comment 
on the Initial Regulatory Flexibility Analysis published in the 
proposing release, Release Nos. 33-9497/34-71120/39-2493 (Dec. 18, 
2013), available at: https://www.federalregister.gov/documents/2014/01/23/2013-30508/proposed-rule-amendments-for-small-and-additional-issues-exemptions-under-section-3b-of-the, and considered comments received at 
that time.
* * * * *

    By the Commission.

    Dated: November 27, 2024.
Stephanie J. Fouse,
Assistant Secretary.
[FR Doc. 2024-28353 Filed 12-9-24; 8:45 am]
BILLING CODE 8011-01-P
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