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Category Archives: IPO On-Ramp

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Developing a small company mini-IPO market

Posted in IPO On-Ramp, JOBS Act News, Regulation A+

Despite a recent upsurge in U.S. IPO activity, including the high-profile Facebook and Twitter public offerings, IPO activity has been on the decline over the past decade. In fact, between 2001 and 2011 fewer than 100 companies went public each year, compared to an average of 311 annual IPOs between 1980 and 2000. To read… Continue Reading

Practical Law 2013 IPO Round-up

Posted in Emerging Growth Company Status, IPO On-Ramp, JOBS Act News

Practical Law recently published a round-up of 2013 IPOs, which includes useful statistics on the use of various JOBS Act accommodations, industry trends, selling stockholder participation, and exchange listing. In summary, 81.4% of issuers filed as EGCs and 69.4% submitted their registration statements confidentially.  As PLC notes, only 22 or 14.8% of EGC issuers chose… Continue Reading

Testing the Waters

Posted in Emerging Growth Company Status, IPO On-Ramp, SEC News

An issuer that is considering or that has commenced an initial public offering (“IPO”) should take special care to familiarize itself with the communications rules applicable to offerings. First, an issuer should keep in mind that communications may be viewed as impermissible “gun jumping” activities designed to condition the market for the issuer’s securities.  Second,… Continue Reading

SEC Updates Guidance on Share-Based Compensation Disclosures in IPOs

Posted in IPO On-Ramp, SEC News

On February 6, 2014, the Division of Corporation Finance of the Securities and Exchange Commission (the “SEC”) updated Section 9520 of its Financial Reporting Manual regarding share-based compensation disclosures in initial public offering (“IPO”) prospectuses.  The updates revise prior SEC guidance recommending that issuers, in their disclosure of pre-IPO share-based compensation, include tabular disclosure (for… Continue Reading

The plus side of Reg A

Posted in IPO On-Ramp, JOBS Act News, Regulation A+

To date, the Jumpstart Our Business Startups Act (the JOBS Act) is best known for legalizing securities crowdfunding (better called ‘crowd investing’), lifting the ban on the mass marketing of private offerings, and fostering an IPO on-ramp for so-called emerging growth companies, like Twitter.  But there’s more to the JOBS Act than these better publicized… Continue Reading

FINRA’s Annual Priorities Letter

Posted in IPO On-Ramp

FINRA has released its annual letter highlighting its areas of focus.  Quite a number of the priorities reflect market changes, and reflect FINRA’s focus on developments post-JOBS Act.  For example, the letter notes that given the resurgence of the IPO market, FINRA will review the firm’s due diligence activities, monitor the completeness and accuracy of… Continue Reading

A Year End Look at the JOBS Act

Posted in Crowdfunding, IPO On-Ramp, JOBS Act News, Regulation A+, Rule 506 Rulemaking

2013 has proven to be a strong year for IPOs.  According to a recent PWC study, total IPO volume for 2013, as of December 17, reached 237 public company debuts, which is an increase over 2012.  The overwhelming majority of these IPOs were completed by issuers that qualified as emerging growth companies.  (The full details… Continue Reading

SEC Releases Disclosure Study

Posted in IPO On-Ramp

Today the SEC released the study that was required by Title I of the JOBS Act on Regulation S-K requirements.  It is available here: http://www.sec.gov/news/studies/2013/reg-sk-disclosure-requirements-review.pdf.

Quick Guide to REIT IPOs

Posted in IPO On-Ramp

The REIT market has surged during the course of 2013. As part of this resurgence, more and more REITs and real estate companies are going public. To date in 2013, there have been 14 real estate IPOs, which have raised upwards of $4.7 billion–far more than during the entirety of 2012. Our recently updated Quick… Continue Reading

Tick Tock: Time for Action on Tick Sizes

Posted in IPO On-Ramp, JOBS Act News, SEC News

Former 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. Back in September 2011, at a dinner in NY for a US Congressman attended by a number of Wall Street… Continue Reading

IPO Field Guide

Posted in IPO On-Ramp

Since adoption of the Jumpstart Our Business Startups (JOBS) Act, emerging companies have a broader array of financing alternatives, including the opportunity to rely on the accommodations available to emerging growth companies under the Title I “IPO on-ramp” provisions. Our recently updated IPO Field Guide provides an overview of the path to an initial public… Continue Reading

The IPO Conundrum

Posted in IPO On-Ramp

As the SEC continues to make progress with rulemaking to implement the mandate of the JOBS Act, perhaps attention will turn once again to addressing other factors that affect initial public offerings.  Academic studies have cited numerous different rationales (consolidation in the financial services sector; research analyst regulations and research coverage issues; market structure challenges;… Continue Reading

The IPO Market

Posted in IPO On-Ramp

Many commenters have questioned whether the passage of the JOBS Act has had a tangible impact on the IPO market.  Recent statistics would seem to indicate that there has been some positive effect.  William Blair & Company’s Equity Capital Markets Update provides some data on activity for the first half of the year.  According to… Continue Reading

A Look at the IPO Market

Posted in IPO On-Ramp

The glory days of IPOs are long gone (734 IPOs in 1996!), and IPO metrics continue to shift.  So where are we following the end of Q1 2013?  There were a total of 133 IPOs in 2012, and just 21 in Q1 2013 (compared to 39 in Q1 2012 (excluding in each case, closed end… Continue Reading

JOBS Act at Year 1

Posted in Crowdfunding, Decimalization, Emerging Growth Company Status, Exchange Act Registration Thresholds, IPO On-Ramp, Private Placements, Regulation A+, Research, Rule 506 Rulemaking

Any milestone, such as an anniversary, provides an opportunity for reflection and evaluation.  At the one-year anniversary of the JOBS Act, preliminary experience gives reason for some optimism.  The centerpiece of the JOBS Act, the “IPO on-ramp” provisions contained in Title I, have proven quite useful.  The SEC Staff’s guidance in the form of Frequently… Continue Reading

Survey Includes Information on JOBS Act

Posted in IPO On-Ramp

In its recently released survey, 2013 BDO IPO Outlook, BDO included specific questions on the effect of the JOBS Act on the IPO market.  The report can be accessed here:  http://www.bdo.com/download/2432.  According to the survey, 42% of bankers surveyed responded that they saw no evidence that the JOBS Act had affected the IPO market positively;… Continue Reading

SEC Approves Auditing Standard No. 16 as Applicable to EGCs

Posted in IPO On-Ramp

On December 17, 2012, the SEC issued an order granting approval of the Public Company Accounting Oversight Board’s Auditing Standard No. 16, “Communications with Audit Committees,” and related and transitional amendments to PCAOB.  Auditing Standard No. 16 will replace the temporary auditing standard regarding auditor communications with the audit committee that the PCAOB adopted shortly… Continue Reading

Is There an EGC Stigma?

Posted in IPO On-Ramp

On November 14, 2012, The Wall Street Journal published a story highlighting how a number of companies going public have not availed themselves of the looser requirements contemplated by the “IPO on-ramp” provisions in Title I of the JOBS Act.  Title I established a new process and reduced disclosure requirements for IPOs (and subsequent reporting) by… Continue Reading

Recent SEC Staff Comments on JOBS Act Implementation

Posted in Crowdfunding, Emerging Growth Company Status, Exchange Act Registration Thresholds, IPO On-Ramp, Private Placements, Regulation A+

The Staff of the SEC’s Division of Corporation Finance has been discussing the JOBS Act at recent conferences, including the Practising Law Institute’s 44th Annual Securities Regulation Institute in New York and the American Bar Association’s Business Law Section Fall Meeting in Washington, DC.  David Lynn was the moderator of a JOBS Act panel at… Continue Reading

Startups, Accelerated

Posted in IPO On-Ramp

The roadmap in this post, originally featured in the Fall/Winter 2012 issue of MoFo Tech, illustrates the various funding alternatives available to a company from inception to IPO or other liquidity event. This roadmap highlights new opportunities afforded to such companies by the JOBS Act. To read the accompanying articles, visit the MoFo Tech blog.

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

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

EDGAR Filing Option for EGCs Live October 1st

Posted in IPO On-Ramp

The 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