On Friday, September 28, 2012, the Dodd-Frank Investor Advisory Committee of the SEC met (see this agenda) and received an SEC Staff briefing on the JOBS Act. In connection with the Staff briefing, the Committee received an update from Jonathan Ingram, Deputy Chief Counsel and Lona Nallengara, Deputy Director (Legal and Regulatory) in the Division… Continue Reading
Monthly Archives: September 2012
EDGAR Filing Option for EGCs Live October 1st
Posted in IPO On-RampThe Division of Corporation Finance confirmed that beginning on October 1, 2012, an EGC may submit its confidential draft registration statement through the EDGAR system. Once an issuer chooses to rely on EDGAR submissions, it cannot opt to change to paper submissions through the secure email system. The SEC will provide instructions on transitioning from… Continue Reading
Call to Increase Tick Sizes: A Guest Blog
Posted in DecimalizationFormer Vice Chairman of NASDAQ, David Weild IV, guest blogs about the importance of tick sizes. David is Head of Capital Markets at Grant Thornton and Founder, Chairman and CEO of Capital Markets Advisory Partners. Our prior studies served as a call to action that helped focus attention on the plight of capital formation that… Continue Reading
Yet Another Post-enactment JOBS Act Hearing
Posted in Crowdfunding, Private Placements, Regulation A+, Rule 506 RulemakingAmong the many distinctive aspects of the JOBS Act is that we could end up seeing more Congressional hearings on the JOBS Act after it was enacted than before it was enacted. The focus has now shifted from merits of the JOBS Act’s provisions to the pace at which those provisions are going into effect,… Continue Reading
Small and Emerging Companies Advisory Committee
Posted in IPO On-RampThe SEC Advisory Committee on Small and Emerging Companies met on September 7, 2012 in San Francisco to continue its dialogue on capital formation and other issues affecting emerging companies. The agenda for the meeting, as well as background materials, and presentation materials are available on the SEC’s site, at http://www.sec.gov/info/smallbus/acsec.shtml. The background materials included… Continue Reading
Eliminating the Prohibition on General Solicitation for Commodity Pools
Posted in Rule 506 RulemakingWhen the SEC finalizes proposed rules that eliminate the prohibition on general solicitation and general advertising, private funds will be free to jump in and publicly offer their securities, right? Not so fast, especially if the private fund is a commodity pool under the Commodity Exchange Act. Among other things, Section 201(a)(1) of the JOBS… Continue Reading
FINRA Rule 5123 to Become Effective in December
Posted in Private PlacementsWe have previously written about FINRA Rule 5123 (see http://www.mofo.com/files/Uploads/Images/120615-FINRA-Rule-5123.pdf) which will apply to private placements in which a FINRA member firm participates. On September 5th, FINRA announced that the rule will become effective on December 3, 2012 for offerings commencing after such date. See the full notice at http://www.finra.org/web/groups/industry/@ip/@reg/@notice/documents/notices/p163707.pdf FINRA Rule 5123 applies to… Continue Reading
Report on Tick Sizes
Posted in DecimalizationGrant Thornton has published a report on tick sizes, available here http://www.sec.gov/info/smallbus/acsec/acsec-backgroundmaterials-090712-weild-article.pdf. The report discusses two alternatives to customize tick sizes. These alternatives are likely to be discussed during the meeting of the SEC Advisory Committee on Small and Emerging Companies today.
Confidential EDGAR Submissions Coming Down the Pike
Posted in IPO On-RampUnder Title I of the JOBS Act, an emerging growth company may confidentially submit a draft registration statement for an initial public offering for nonpublic review, provided that the initial confidential submission and all amendments are publicly filed with the SEC no later than 21 days prior to the issuer’s commencement of a road show. … Continue Reading
If a Tree Falls in the Forest….
Posted in Rule 506 RulemakingOver the last few weeks, many commentators have written about the potential for widespread fraud and abuse in connection with Rule 506 offerings in which general solicitation is used. Some of these commentators have noted that if general solicitation is permitted, additional safeguards should be implemented in order to protect accredited investors. The argument seems… Continue Reading