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Monthly Archives: October 2012

A Little History

Posted in Rule 506 Rulemaking

Many comment letters relating to the SEC’s proposed rules relaxing the ban on general solicitation suggest that the JOBS Act mandate was not well thought through and that relaxing the ban on general solicitation requires careful thought.  While it is true that any change that would affect investor protections should require careful thought, it seems… Continue Reading

SEC’s Investment Advisory Committee Recommends Filing of General Solicitation Material

Posted in Rule 506 Rulemaking

The SEC’s Investment Advisory Committee has recommended that the SEC should require issuers relying on the exemption from the ban on general solicitation and advertising to file a form as a precondition for claiming the exemption, and also file with the SEC general solicitation and general advertising material they use in private offerings that rely… Continue Reading

JOBS Act CFO Magazine Webcast

Posted in Events

On October 25, from 2:00-3:00pm ET, CFO Magazine will present a webcast entitled “JOBS Act: Benefits, Best Practices and Opportunities.” The JOBS Act changes many capital raising regulatory requirements with the goal of facilitating public and private offerings for small businesses. This webcast seeks to examine how the various provisions of the JOBS Act will… Continue Reading

FINRA Rules to Catch up to JOBS Act

Posted in Research

FINRA has filed with the SEC a proposed rule change to amend FINRA’s rules relating to research in order to bring them in line with the JOBS Act and the SEC Staff’s FAQs addressing research.  The proposed FINRA rule change would modify NASD Rule 2711 and NYSE Rule 472. Arranging and Participating in Communications:  The… Continue Reading

More SEC Guidance on Title I of the JOBS Act

Posted in IPO On-Ramp

The Staff of the Division of Corporation Finance of the U.S. Securities and Exchange Commission (the “SEC”) recently updated its Frequently Asked Questions on Title I of the Jumpstart Our Business Startups Act (“JOBS Act”) to address a number of issues regarding the applicability of the provisions in Title I to exchange offer, merger and… Continue Reading

SEC Staff Guidance for Draft Registration Statements via EDGAR

Posted in IPO On-Ramp

In connection with the recent migration of draft registration statement submissions to EDGAR, the SEC Staff sent letters to companies with draft registration statements subject to an ongoing review process, advising those companies how to submit a draft registration statement through EDGAR. The letter notes that companies with pending draft registration statements already have a… Continue Reading

On the Way to the Forum: SEC Government-Business Forum

Posted in Events

The SEC announced this year’s “SEC Government-Business Forum on Small Business Capital Formation.”  The all-day Forum will take place on Thursday, November 15th at the SEC Headquarters in Washington, D.C. As with the prior year’s event, the event will consist of  several panel discussions followed by breakout groups in the afternoon.  The two morning panels… Continue Reading

JOBS Act Grant Thornton Webcast

Posted in Decimalization, Events

David Weild, Head of Capital Markets at Grant Thornton will be speaking during a Grant Thornton webcast about that same topic. The webcast, “The JOBS Act & tick sizes: Decimalization, public policy & the impact on banks,” will take place on October 25 from 3:00pm-4:30pm ET. The other panelists include Kendra Decker, Partner, SEC-Regulatory Matters at… Continue Reading

SEC Staff Updates JOBS Act FAQs to Address M&A, Spin-off and Other Issues

Posted in IPO On-Ramp

On September 28, 2012, the SEC Staff updated its FAQs on Title I of the JOBS Act to address the application of Title I to mergers and exchange offers.  The updated FAQs are available here: http://www.sec.gov/divisions/corpfin/guidance/cfjjobsactfaq-title-i-general.htm. The FAQs confirm that an EGC may use the test-the-waters approach to communicate with QIBs and institutional accredited investors… Continue Reading