	Introduction

On April 5, 2012, the Jumpstart Our Business Startups Act (JOBS Act; P.L. 112-106 ) was enacted with bipartisan support in the 112 th Congress. The statute, examined in depth in the CRS Report R42427, U.S. Initial Public Stock Offerings and the JOBS Act , by [author name scrubbed] and [author name scrubbed], aims to boost corporate capital formation through amending parts of federal securities laws some viewed as an impediment to that process. Currently, there are two areas of focus: (1) expanding parts of the JOBS Act that exempted certain banks and bank holding companies (BHCs) from various reporting requirements associated with Securities and Exchange Commission (SEC) registration to include savings and loan holding companies (SLHCs); and (2) expediting the pace of SEC rulemaking on a provision that expands the amount companies can raise through the federal securities law Regulation A (Reg A). This report provides an overview of current legislation that is attempting to accomplish the aforementioned actions by discussing (1) securities registration and disclosure requirements in federal securities laws; (2) modifications made by the JOBS Act; (3) the JOBS Act's amendment to Regulation A and subsequent criticisms; (4) legislation in the 113 th Congress to amend Regulation A in the JOBS Act; (5) the JOBS Act's bank registration and deregistration shareholder thresholds; (6) the costs and benefits of being an unregistered bank; (7) legislation to amend the JOBS Act's bank registration and deregistration shareholder thresholds; and (8) bank deregistrations after the JOBS Act and their potential legislative implications. The SEC has not completed rulemaking required to implement these provisions of the act. Reg A allows the SEC, through the issuance of rules and regulations, to exempt any class of securities from the registration requirement under the 1933 Act if it finds that the exemption is in the public interest and the issue of securities does not exceed $5 million during any 12-month period. To date, the agency has not proposed any such rules. The bill would amend Title IV of the JOBS Act by requiring the SEC to implement the Reg A+ rules by October 31, 2013. H.R. 701 passed the House with bipartisan support on May 15, 2013. SEC officials have also said that they generally prioritize rulemaking obligations based on their statutory deadlines. The JOBS Act's Bank Registration and Deregistration Shareholder Thresholds

Historically, under the 1933 Act, banks and BHCs have generally been required to register securities with the SEC if they have total assets exceeding $10 million and the shares are held (as per shareholders of record ) by 500 or more shareholders. Banks and BHCs were also allowed to no longer register securities with the SEC, a process known as deregistration, if the number of their shareholders of record fell to 300 or fewer. Title VI of the JOBS Act raised the shareholder registration threshold with the SEC from 500 to 2,000 and increased the upper limit for deregistration from 300 to 1,200 for those financial entities. The provision went into effect immediately upon the enactment of the JOBS Act on April 5, 2012. An official at the Independent Community Bankers of America, a bank trade group that supported the provision, spoke of its dual benefits:
This reform will make it easier for community banks to raise capital without tripping costly registration requirements, enhancing their ability to serve their customers and communities. Banks have also taken advantage of the law to deregister from the SEC. H.R.
On April 5, 2012, the Jumpstart Our Business Startups Act (JOBS Act; P.L. 112-106) was enacted with bipartisan support in the 112th Congress. The statute, examined in depth in the CRS Report R42427, U.S. Initial Public Stock Offerings and the JOBS Act, by [author name scrubbed] and [author name scrubbed], aims to boost corporate capital formation through amending parts of federal securities laws some viewed as an impediment to that process. The 113th Congress is currently considering legislation to amend the act in two ways: (1) expand coverage of the JOBS Act to more companies; and (2) accelerate Securities and Exchange Commission (SEC) rulemaking required for the implementation of a specific provision in the act.
Regulation A (Reg A) of the Securities Act of 1933 allows the SEC to exempt publicly offered securities from having to be registered if the value of the securities does not exceed $5 million during any 12-month period. Title IV of the JOBS Act raised that ceiling to $50 million during any 12-month period. Proponents of the provision said that it would provide new sources of capital for private enterprises. However, Title IV imposed no deadline on the SEC, which must adopt rules necessary for the provision's implementation. To date, the agency has not completed the rulemaking process.
H.R. 701 (McHenry), which passed the House with bipartisan support on May 15, 2013, would impose a deadline of October 31, 2013, for completion of SEC rulemaking needed to implement the provision. The legislation is a congressional response to concerns that the SEC is not acting expeditiously enough to finish its rulemaking on what some regard as an important provision. SEC officials have indicated that they have begun the rulemaking process for the provision, but that they have been challenged by a multitude of rulemaking and regulatory obligations amidst resource constraints. Historically, under federal securities laws, banks and bank holding companies (BHCs) were generally required to register their publicly offered securities with the SEC if they have total assets exceeding $10 million and the shares are held by 500 or more shareholders. They were also allowed to stop registering the securities, and cease or reduce attendant reporting requirements, a process known as deregistration, when their shareholders of record fell to 300 or fewer. Title VI of the JOBS Act raised the shareholder registration threshold with the SEC from 500 to 2,000 and increased the deregistration threshold from 300 to 1,200, a provision that went into effect immediately after the JOBS Act's enactment. As of December 2012, this has resulted in about 100 banks and BHCs deregistered since the provision went into effect, an unprecedented number.
Some say that the provision will make it easier for community banks to raise capital without triggering costly SEC registration requirements and enable some SEC-registered community banks to deregister, reducing their regulatory burdens and freeing up bank capital. Various community banks have taken advantage of Title VI's liberalized registration trigger and have been able to raise shareholder equity capital without having to incur registration expenses. S. 872 (Toomey) and a companion bill, H.R. 801 (Womack), which has been ordered reported by committee, would expand the Title IV shareholder registration and deregistration thresholds to savings and loan holding companies. This report discusses these proposed amendments in more detail. It will be updated as developments warrant.