September 14, 2012
Commenting on two topics:
Regarding the next to the last paragraph of the comment dated May 10, 2012, by Robert R. Kaplan, Jr., Esq. of Kaplan Voekler Cunningham Frank PLC, concerning the JOBS Act Title IV, changes to the Securities Act of 1933 --
Mr. Kaplan calls the SEC's attention to Congress's intent that the result of the Commission's rulemaking be "a set of 2 related exemptions, a $5 million and a $50 million Reg A rather than one integrated new Regulation A ... the bifurcation of Section 3(b) of the 33 Act by Title IV of the JOBS Act suggests this intent..."
Having a set of two is very important so that the mustard and the butter are not blended. Also important in the "coordinating" states where bootstrapping at the community level is legal.
The only change to the existing Reg. A that I would recommend is that on the effective date of tne offering, the memorandum be posted to EDGAR. Earlier revisions now available in the reading room are available in Canada as unsearchable images.
Hopefully, the SEC can comply with the Electronic FOI Improvements Act of 1996 by posting the final, searchable memorandum to Edgar.
On a second topic - that of tough new rules re. verification of accredited investors (AI).
New Funding Portals will not have archived data on AI. Assumptions are just that - based upon quicksand. False rejection, for example. The Wall St. Journal reported on September 12, 2012 that so far "33,000 U.S. taxpayers have confessed to holding undeclared overseas accounts".
Even if new "funding portals" demand more than two years of tax returns, who whould know for certain?
False acceptance -- for under $300 anyone can go online to Comunist China for a nearly foolproof, phoney photo ID. How could one of the new, online Funding Portals be sure?
Verification of attestations would be a prohibitively costly and practically pointless can of worms for all but entrenched interests.