MFA applauds SEC proposal to modernize registered offerings

Federal securities registration consistency will help companies raise capital and strengthen U.S. public markets

Washington, D.C. - MFA strongly supported the Securities and Exchange Commission's (SEC) proposal to modernize the registered offering framework in a comment letter submitted today. The proposed reforms would make registered offerings faster, less costly, and more usable, helping companies raise capital and keeping U.S. public markets competitive. MFA also recommended modernizing outdated trading restrictions to maximize the proposal's benefits to capital formation.

MFA strongly supports the proposal's federal preemption provisions, which would eliminate duplicative and burdensome state registration requirements for SEC-registered offerings. These offerings already operate under comprehensive federal disclosure, reporting, liability, and antifraud standards. A uniform federal framework will reduce costs, delays, and complexity while preserving state authority to investigate fraud.

"The SEC has an opportunity to make public markets more attractive for companies while preserving the federal standards that protect investors," said Bryan Corbett, MFA President and CEO. "Federal preemption will replace a costly patchwork of state registration requirements with a uniform national framework, making it easier for American businesses to raise capital, grow, hire, and compete."

MFA also urged the SEC to modernize Rule 105 of Regulation M alongside the proposed expansion of Form S-3 eligibility. The expansion will lead to more overnight and rapidly priced offerings, but Rule 105 can prevent legitimate investors from participating because it captures trading that occurred before an offering was announced. Reforming the rule in tandem with the proposal will improve investor participation, support more efficient pricing, and strengthen the proposal's capital-formation benefits.

Read the full letter here.