Coordinated Review – SCOR Offerings

Coordinated Review – SCOR is a program that provides for coordinated review of an offering that will be made in two or more states and that will be made in reliance upon the exemption from registration 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.  If a company is seeking to register its offering in more than one region, it must request CR-SCOR in each region in which it seeks to register its offering on a coordinated basis, although it may be possible to coordinate the review among multiple regions.  A company seeking registration of its securities in multiple states within a region is not required, however, to use coordinated review.  Likewise, a company that chooses to register its securities in states located in more than one region and that elects to use CR-SCOR in one of those regions, is not bound to elect review under CR-SCOR in another region.

By requesting CR-SCOR, a company will confer with one or two lead states that will coordinate the review and preparation of a comment letter on behalf of all states in the region in which the company is seeking registration.  Thus, a company that takes advantage of coordinated review will receive a single response letter rather than response letters from every state in which registration is sought.  States in each region follow a review protocol that addresses standards and timing for review.  A company must comply with the review protocol in each region in which it elects coordinated review.  A company may request CR-SCOR in more than one region, and if it does so simultaneously, the company may request that the regions conduct a coordinated multi-regional review of the offering.

For more information about each of the regional CR-SCOR programs that are available, please click on the links below: