SEC Votes to Adopt Three Rules to Improve Regulation of Smaller Businesses


Washington, D.C., Nov. 15, 2007 - The Securities and Exchange Commission today voted unanimously to adopt three measures to modernize and improve its capital-raising, reporting and disclosure requirements for smaller companies. These measures address some of the key recommendations made by the SEC's Advisory Committee on Smaller Public Companies in its final report.

The final rules:

"Smaller businesses are a critical part of our nation's economy," said SEC Chairman Christopher Cox. "Although it may seem that large multinational companies are creating most of the new jobs and innovation, in fact, small business is leading the way in America's economy. Today's rule amendments will enable smaller companies to raise capital more effectively and ease some of the burdens of our reporting and disclosure requirements, and they will ensure that investors in these companies are paying for important investor protections and not red tape."

John W. White, Director of the SEC's Division of Corporation Finance, said, "In taking these steps to enhance capital-raising opportunities for smaller public companies, and expanding the pool of smaller companies that is eligible to comply with scaled disclosure requirements, the Commission has again demonstrated its commitment to the well-being of these companies. The revisions to Rule 144 should make it more efficient for companies of all sizes to access the private markets. In the coming months, we expect to recommend that the Commission finalize additional rules that will further promote capital formation by smaller companies."

Smaller Reporting Company Regulatory Relief and Simplification

The final rules:

The effective date for these rules will be 30 days after their publication in the Federal Register.

Revisions to Securities Act Rules 144 and 145

The amendments to Rule 144:

The amendments to Rule 145:

These amendments will be effective 60 days after their publication in the Federal Register.

Exemption of Compensatory Employee Stock Options from Registration under Section 12(g) of the Exchange Act

The two amendments to Exchange Act Rule 12h-1:

The exemptions will apply only to an issuer's compensatory employee stock options and will not extend to the class of securities underlying those options.

These amendments will be effective as soon as they are published in the Federal Register.

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The full text of the detailed releases concerning these items will be posted to the SEC Web site as soon as possible.