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
Monthly Archives: October 2012
SEC’s Investment Advisory Committee Recommends Filing of General Solicitation Material
Posted in Rule 506 RulemakingThe 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 Anti-Evasion Study Published
Posted in Exchange Act Registration ThresholdsToday, the Staff of the SEC published another study required by the JOBS Act–this one assessing whether the SEC has sufficient tools to enforce the anti-evasion provisions of Section 12g5-1(b)(3). Given that many more companies are choosing to stay private longer and defer pursuing IPOs, questions have arisen in recent years as to whether there… Continue Reading
JOBS Act CFO Magazine Webcast
Posted in EventsOn 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 ResearchFINRA 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-RampThe 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-RampIn 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 EventsThe 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, EventsDavid 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-RampOn 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