Given the haste with which the JOBS Act made its way through Congress, it is not surprising that there are some details that may have been neglected.

Rep. McHenry has introduced a bill (H.R. 701), co-sponsored by Representatives Schweikert, Eshoo, Garrett, and Scott, which would direct the Securities and Exchange Commission to implement rules for Section 3(b)(2) (or Regulation A+) by October 31, 2013.

Rep. Womack’s bill (H.R. 801) would address the inadvertent omission of savings and loan holding companies from the deregistration provisionsconsistent with the JOBS Act legislative history.

On November 28, 2012, Representatives Steve Womack (R-Ark.) and Jim Himes (D-Conn.) asked SEC Chairman Schapiro to extend to savings and loan holding companies (SLHCs) the benefits of the JOBS Act increase in the Exchange Act shareholder registration threshold from 500 to 2,000 for banks and bank holding companies.  Similarly, the JOBS Act-mandated increase in the deregistration threshold for banks and bank holding companies from 300 to 1,200 should also be made available to SLHCs.  They noted that, as sponsors of the original bill, they had not intended to treat SLHCs differently from banks and bank holding companies.  While these JOBS Act changes were effective on enactment, the letter stated their hope that the SEC, when it updated its rules to reflect the JOBS Act changes, would, consistent with the intent and purpose of the JOBS Act, treat SLHCs in the same manner as bank holding companies.

Prior to enactment of the JOBS Act, Section 12(g) of the Exchange Act required issuers to register a class of equity securities with the SEC if, on the last day of the issuer’s fiscal year, such class of securities was held of record by 500 or more record holders and the company had total assets of more than $10 million.  After a company registers under Section 12(g), all of the reporting requirements under the Exchange Act apply; therefore, a company would need to file annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and proxy statements on Schedule 14A, and certain persons would be required to report transactions on Forms 3, 4, and 5 and Schedules 13D and 13G.  Historically, a company could deregister a class of equity securities under Section 12(g) when such class of equity securities was held of record by fewer than 300 persons, or by fewer than 500 persons and the total assets of the issuer had not exceeded $10 million on the last day of each of the issuer’s three most recent fiscal years.  Title VI of the JOBS Act, “Capital Expansion,” amends Section 12(g)(1)(B) of the Exchange Act, and requires that a bank holding company register under the Exchange Act not later than 120 days after the last day of its first fiscal year ended on which its total assets exceed $10 million and on which it has a class of equity security (other than an exempted security) held of record by 2,000 or more persons.  Title VI the JOBS Act also permits banks and bank-holding companies to suspend registration under Section 12(g) if the number of holders of record falls below 1,200 persons.  Banks are already taking advantage of this new flexibility and filing to deregister, which will result, over time, in significant cost savings for these institutions.  Of course, many of these same institutions may be facing higher compliance and legal costs as they attempt to address the requirements of the Dodd-Frank Act.  If Ben Franklin were alive today, he might want to footnote his aphorism about a penny saved being a penny earned.  He just wasn’t focused on compliance costs.