Coordinated Review is designed to expedite the state registration process, saving issuers time and money, in addition to establishing uniform state review standards.
Coordinated review programs for state registration of securities offerings streamline the process for issuers seeking multi-state registrations of their securities offerings. In addition to establishing uniform review standards, coordinated review is designed to expedite the registration process, saving the issuer time and money. Coordinated review is voluntary, and there is no additional cost for choosing to register an offering through coordinated review.
The states, under the auspices of the North American Securities Administrators Association (NASAA), have created coordinated review protocols for federally registered equity offerings, Small Company Offering Registrations (SCOR), direct participation programs such as real estate investment trusts, and Regulation A offerings.
Coordinated Review-SCOR (CR-SCOR) is the coordinated review program for offerings exempt from registering federally with the Securities and Exchange Commission under Rule 504 of Regulation D. Because these offerings are typically limited to a few states, review of these offerings is undertaken on a regional basis.
Coordinated Review – Direct Participation Programs (CR-DPP) coordinates the blue sky registration process for offerings of interests in direct participation programs. Candidates for CR-DPP are generally those issuers who are seeking registration of an offering of limited partnership interests, limited liability partnership interests, securities of oil and gas programs and real estate investment trusts (REITs).
Coordinated Review – Equity (CR-Equity) allows coordinated registration of offerings of common stock, as well as other securities that are convertible or exercisable into common stock, that are registered federally under Section 5 of the Securities Act of 1933. CR-EQUITY is generally intended for initial public offerings. Forty jurisdictions that review registered equity offerings participate in CR-EQUITY.
Coordinated Review – Section 3(b) Offerings (CR-3(b) for Regulation A offerings) NASAA’s newest coordinated review program establishes a coordinated registration process for offerings being made under federal Regulation A. This program is available in 50 U.S. jurisdictions.