In 1988, the SEC adopted Rule 701 under the Securities Act to allow private companies to sell securities to their employees without the need to file a registration statement with the SEC. The rule provides an exemption from the registration requirements for offers and sales of securities under certain compensatory benefit plans or written agreements relating to compensation. In October 1996, Congress enacted the National Securities Markets Improvement Act of 1996, which gave the SEC authority to provide exemptive relief for certain transactions relating to the rule. The rule was last amended in April 1999.
Under current law, companies must disclose certain information to investors if the value of securities issued by the company exceeds $5 million in a 12-month period. H.R. 1343 would direct the SEC to raise that amount from $5 million to $10 million and to adjust the threshold every five years for inflation. The bill is designed to give private companies more flexibility to reward and retain employees with a company’s securities, including providing increased deferred compensation arrangements.