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 questions, however in the SEC Staff’s FAQs on Title I of the JOBS Act, they indicated that if an issuer completes a transaction that results in the issuer becoming the successor to its predecessor’s Exchange Act registration and reporting obligations pursuant to Exchange Act Rules 12g-3 and 15d-5, and the predecessor was not eligible to be an EGC because its first sale of common equity securities pursuant to an effective registration statement occurred on or before December 8, 2011, then the successor cannot now qualify as an EGC. We understand that the SEC Staff intends to publish a new set of FAQs to further address successor issuer/EGC status questions in light of some of the issues that have come up to date. In certain cases, it seems likely that the Staff guidance will provide some assurance that a reporting company that went dark or was taken private (such as through a private equity or management buyout) that would like to now access the public markets may qualify as an EGC. The same rationale would likely apply if a holding company parent or a subsidiary of the previously public entity now seeks to qualify as an EGC. . Further, a spin-off from an existing reporting company relying on the Staff’s position in Staff Legal Bulletin No. 4 also may qualify as an EGC, provided that the spun-off entity itself did not have and sale of common equity securities on or prior to December 8, 2011. Of course, this guidance assumes that these transactions were undertaken for valid business purposes and not with any intent to circumvent the securities law, including EGC status as provided in the JOBS Act.