SEC Commissioners Michael S. Piwowar and Hester M. Peirce (collectively, "Commissioners") disagreed with the SEC determination not to increase the $50 million offering limit set under Regulation A (also known as the "Tier 2 limit"). The Commissioners advocated for further analysis of the Tier 2 limit as soon as possible.
In a letter sent to Senate Committee on Banking, Housing, and Urban Affairs Chair Michael Crapo and House Financial Services Committee Chair Jeb Hensarling, the Commissioners expressed their view that the SEC should reassess the Tier 2 limit by commencing a standard notice and comment rulemaking process. The SEC reviews the Tier 2 limit biannually and notifies the Senate and House Committees if it decides not to increase the limit. The SEC Staff Letter, which was delivered on the same day as the Commissioners' letter, recommends that the SEC not increase the Tier 2 limit from the current $50 million threshold. According to the Commissioners, the SEC is unwilling to explore this matter until the next review cycle.
The Commissioners stated that they share the views expressed in a report released by the U.S. Department of the Treasury and in the recently passed bipartisan Regulation A+ Improvement Act of 2017, which each called for an increase of the Tier 2 limit to $75 million.
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