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Monthly Archives: August 2012

MoFo Seminar: JOBS Act Update

Posted in Events

Join us for a JOBS Act Update. The seminar will be held at The Michelangelo in New York on Friday, September 21st, from 8:15am-10:00am. Want to attend? Click here. We invite you to join us for the first of our fall CLE series (note: new location). Our session will focus on developments related to the… Continue Reading

SEC Proposed Rules Would Pave the Way for Private Fund Advertising

Posted in Rule 506 Rulemaking

Now that the SEC has proposed rules to eliminate the general solicitation and general advertising restrictions for certain offerings of securities, can advertisements for private funds on bus shelters and billboards be far behind? Not so fast. Private funds, including hedge funds, venture capital funds and private equity funds, often rely on Section 4(a)(2) and… Continue Reading

SEC Releases Proposed Rules Relaxing Ban on General Solicitation

Posted in Rule 506 Rulemaking

Following this morning’s meeting, the Commission has published its proposed rules: http://www.sec.gov/rules/proposed/2012/33-9354.pdf Summary The SEC published its guidance today as a proposed rule, with a comment period, and not as an interim final rule. The SEC proposes to amend Rule 506 to provide that the prohibition against general solicitation contained in Rule 502(c) shall not… Continue Reading

SEC Proposes Rules to Relax the Ban on General Solicitation: First Take

Posted in Rule 506 Rulemaking

At a meeting this morning, the SEC voted to propose rules relaxing the ban on general solicitation for certain offerings conducted pursuant to Rule 506 and resales under Rule 144A.  In a meeting that lasted approximately 45 minutes, the Staff outlined the principal aspects of the proposed rules.  The Staff indicated that it was proposing… Continue Reading

Really, really like us?

Posted in Nominate Us

Are you a Jumpstarter fan?  Take a moment and nominate us to be included in the American Bar Association’s blog round-up  We believe in the wisdom of crowds–especially crowds that like us.  Deadline is September 7th.

Threat Level Orange

Posted in Crowdfunding, Rule 506 Rulemaking

The state securities regulators, NASAA, just recently published their list of financial products that pose investor protection concerns.  Not surprisingly given the level of rhetoric from the states, crowdfunding and internet-based offers of securities are at the top of the list of “new threats” to investors.  The state securities regulators caution that once JOBS Act… Continue Reading

Dip a Toe in the Water

Posted in IPO On-Ramp

In the most recently issued set of FAQs on the JOBS Act, the SEC Staff also addressed testing-the-waters communications, and, in particular, the requirements of Rule 15c2-8(e).  Rule 15c2-8(e) requires that a broker-dealer make available a copy of the preliminary prospectus (prior to the effective date) for a registered offering of securities before soliciting orders… Continue Reading

Research FAQs

Posted in Research

On August 22, 2012, the SEC’s Division of Trading and Markets published a highly anticipated series of JOBS Act related FAQs addressing various research related matters.  The FAQs are available at http://www.sec.gov/divisions/marketreg/tmjobsact-researchanalystsfaq.htm.  Although the FAQs are quite consistent with the views that have been expressed over the last few months by SEC Staff, it may… Continue Reading

ABA Task Force Tries Again on “Finder” Issue

Posted in Broker-Dealer Registration

For several years, a task force within the Business Law Section of the American Bar Association has tried to get the attention of federal and state regulators to address an issue that comes up from time to time in private placements and even in an occasional public offering.  What do you do about a person… Continue Reading

Hard Transitions

Posted in IPO On-Ramp

The JOBS Act also does not provide much guidance in relation to various phase-ins or transitions once an issuer that was an EGC crosses one of the specified thresholds and loses its EGC status.  In its set of FAQs on Title I of the JOBS Act, the Staff outlined certain principles relating to transition out… Continue Reading

Not Exactly JOBS Act, but Helpful to Emerging Companies

Posted in IPO On-Ramp

The Fostering Innovation Act, HR 6161, was approved last week by the House Capital Markets Subcommittee.  The bill would modify the filing status classifications by raising the public float requirement for accelerated filers from $75 million to $250 million and adding a new element, a $100 million revenue component.  If the bill were enacted as… Continue Reading

Born-again EGCs

Posted in IPO On-Ramp

Many practitioners have found that the most challenging questions about EGC status arise in connection with previously public entities that have undergone some organic change on or prior to December 8, 2011, such as a merger or a going-private transaction.  There is no real guidance in the JOBS Act to answer some of these difficult… Continue Reading

Section 3(b)(2) Offerings as IPOs

Posted in Regulation A+

We hope that the SEC engages actively with the securities exchanges to facilitate the listing of securities of issuers concurrently with the pricing of their Regulation A+ (a/k/a 3(b)(2)) offerings.  The JOBS Act seems to contemplate that some issuers will pursue Regulation A+ offerings, not seek exchange listings and choose to remain non-reporting companies.  However,… Continue Reading