• Senator Warren’s nutty call to remove SEC Chair White because she hasn’t yet adopted campaign contribution disclosure rules, here, will be replaced by President Trump’s nutty removal of Chair White because she doesn’t have an SEC Chair look ... or stamina, or whatever; and
• Senator Cruz’s malleable core principles, if not his unmalleable policy preferences, will be on display as he quickly admonishes any attempt to stall confirmation of a Supreme Court nominee (here).

• Possibly recommending “no” votes on directors of companies that go public with dual class stock, and pushing for specified sunset provisions.
• Recommending “no” votes on governance committee members if company bylaws unduly restrict shareholders’ ability to amend the bylaws.
• For non-U.S.-based companies listed in the U.S., (a) recommending in favor of general share issuances up to 20% of outstanding shares, a common practice for non-U.S.-based companies whose home rules require shareholder approval for all share issuances, and (b) aligning voting policy on executive pay between an issuer’s home country and the U.S.

• modernize the intrastate offering exemption under Rule 147;
• establish a new intrastate offering exception as Rule 147A that is similar to Rule 147 but has no restrictions on offers that may leak to out-of-state residents (like through that new-fangled contraption my kids refer to as the “Internet”) and does not require the issuer to be organized in the state where the offering is made;
• amend Rule 504 under Regulation D to increase the $1 million offering limit to $5 million and add “bad actor” disqualifications like those that currently apply to Rule 505 and Rule 506 offerings; and
• delete Rule 505 under Regulation D, which is supplanted by revised Rule 504.

The SEC’s own summary of the rules is here.

Although Rule 147 is, with the adoption of Rule 147A, superfluous for federal exemption purposes, Rule 147 was retained so that states would not need to amend their crowdfunding rules. State intrastate crowdfunding laws reference offerings exempt under Section 3(a)(11), which does not allow offers outside the state, and Rule 147. Rule 147A is a broader exemption than is permissible under Section 3(a)(11).

The SEC’s Rule 504 changes are described as facilitating “regional” offerings because the North American Securities Administrators Association's coordinated blue sky review program is administered by region (see here). (Rule 504 does not preempt state blue sky laws.)

Rules 147 and 147A are effective 150 days after publication of the rules in the Federal Register, Rule 504 changes are effective 60 days after publication, and you may still rely on Rule 505 for 180 days after publication.

Nothing in Rule 147A or Rule 504 preempts state blue sky law, so expect Rule 506 (which does) to continue to be the overwhelming favorite way to raise money.

• Helpful SEC CDIs (128C.01-.05) about how to identify the median employee are here (discussion here, here and here).
• The final SEC rule, just so you have it handy, is here.

After initial hand-wringing and concern about how difficult and expensive it will be to identify the median employee, turns out it probably won’t be, particularly for issuers with simple pay structures for most employees.

• An unnumbered CDI, here, to let issuers know they no longer must provide seven print copies of the glossy annual report to the SEC, as long as they post it on their website.
• A reminder that combining offerings to avoid offering size restrictions is a no-no is here (116-25).
• CDIs on Rule 701, here re continued reliance on Rule 701 when a private company is acquired by a public company (271.04) and re when Rule 701(e) information must be provided to RSU recipients (271.24).
• CDI on the Rule 144(d) holding period, here (532.24), re tacking the holding period of shares received as promissory note interest.