Key takeaways

• The SEC has proposed amendments to the rules that require a company to register its securities when its shareholders of record exceed certain thresholds. These proposals advance changes made under the JOBS Act, notably the exclusion of shareholders who acquired securities under an employee compensation plan.
• The SEC’s proposed rules clarify the types of “employee compensation plan” transactions that are excluded and provide a non-exclusive safe harbor that companies may use to determine whether shareholders received securities pursuant to such a plan based on existing private company exempt transaction concepts. Foreign private issuers would be able to use the same exclusions.
• For purposes of its registration and reporting standards, the SEC proposes to treat savings and loan holding companies the same as banks and bank holding companies.