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Clifford Chance

Clifford Chance


SEC Amends Rule 701 to Ease Disclosure Burdens for Certain Share Offerings to US Employees

3 August 2018

The US Securities and Exchange Commission ("SEC") has issued a final rule release to amend Rule 701 under the Securities Act of 1933, as amended – an exemption commonly relied on by companies not listed in the United States to offer shares to their US employees. Specifically, the SEC has increased a threshold amount that triggers additional disclosure obligations pursuant to Rule 701 pursuant to a mandate contained in the recently enacted Economic Growth, Regulatory Relief, and Consumer Protection Act. At the time the SEC adopted this rule change, it also issued a concept release to solicit comments on possible ways to modernize rules related to compensatory arrangements in light of the significant evolution in both the types of compensatory offerings and the composition of the workforce.


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