SEC Increases Threshold for Additional Disclosure by Private Companies in Offerings of Securities to Employees; Solicits Comment on Ways to Modernize Rules and Forms for Compensatory-Related Offerings

Amendment to Rule 701 Increases from $5 Million to $10 Million the Annual Threshold at Which Private Companies Must Provide Additional Disclosure for Securities Offered and Sold Pursuant to Compensatory Arrangements; SEC Solicits Comments on Further Ways to Modernize Rule 701 and Form S-8 Sullivan & Cromwell LLP - July 20, 2018

On July 18, 2018, the SEC issued a final rule to amend Securities Act Rule 701, which provides an exemption from registration for securities offered and sold by companies not subject to the reporting requirements of the Exchange Act to their employees pursuant to compensatory arrangements. The amendment increases from $5 million to $10 million the threshold in excess of which an issuer is required to deliver additional disclosure, including financial disclosures, to investors. In addition, the SEC issued a concept release soliciting public comment on possible ways to further modernize rules related to offerings pursuant to compensatory arrangements in light of recent trends in both the types of compensatory offerings and the relationships between companies and individuals providing services to such companies, noting a shift away from traditional employment and consulting arrangements and the rise of the so-called “gig economy.” In particular, the concept release solicits comments on potential further updates to Rule 701 as well as to Form S-8.