January 11, 2016
Thank you for your rule proposal.
I agree Rule 147 should be modernized, but I am concerned that your rule as proposed might impair the usability of state crowdfunding statutes.
As you indicate in your proposal, many state crowdfunding statutes condition their use on compliance with both Section 3(a)(11) and Rule 147. If Rule 147 is no longer a safe harbor under Section 3(a)(11), but a separate exemption altogether, market participants might be confused about how to navigate through both Section 3(a)(11) and the new Rule 147.
I think it would be most helpful to market participants if Rule 147 was updated, but remained a safe harbor under Section 3(a)(11).
In general, I think removing Rule 147 as a safe harbor under Section 3(a)(11) risks diminishing or impairing the effectiveness of state crowdfunding laws.
For these reasons, I would recommend that:
(1) You leave Rule 147 in place as a safe harbor to Section 3(a)(11), and make all improvements to it that can be made consistent with Section 3(a)(11) and
(2) You make any remaining improvements, if any, as an entirely new rule.
Thank you.
Joe Wallin
Attorney
Seattle, Washington