In a recent speech (see http://www.sec.gov/news/speech/2013/spch041913laa.htm), SEC Commissioner Aguilar addressed the “scale back” of disclosures in connection with the JOBS Act, and the role of institutional investors in the capital markets. Commissioner Aguilar cited a paper noting that institutional investors were better at avoiding the worst-performing investors—presumably based on their analysis of financial information made… Continue Reading
Tag Archives: EGCs
Survey of EGC Director Compensation Practices
Posted in Emerging Growth Company StatusPractical Law Company (PLC) recently published a useful survey (online version accessible here: http://us.practicallaw.com/7-522-8947?q=&qp=&qo=&qe) of the compensation practices adopted by 52 emerging growth companies, or EGCs. Of those surveyed, 41 EGCs disclosed their post offering director compensation policies. Of these, 40 will pay annual retainer fees to directors, generally in cash. The amounts of the… Continue Reading
Advisory Committee on Small and Emerging Companies Meeting
Posted in Advisory Committee on Smaller and Emerging Companies, EventsThe SEC’s Advisory Committee on Small and Emerging Companies will be holding its next meeting on May 1, 2013. The Committee’s meeting will be open to the public and also will be webcast on the SEC’s site. It is anticipated that the Committee will continue its discussions regarding various JOBS Act related measures.
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 RulemakingAny 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
SEC Approves Auditing Standard No. 16 as Applicable to EGCs
Posted in IPO On-RampOn 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-RampOn 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
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 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
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
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
MoFo Seminar: JOBS Act Update
Posted in EventsJoin us for a JOBS Act Update. The seminar will be held at The Michelangelo in New York on Friday, September 21st, from 8:15am-10:00am. Want to attend? Click here. We invite you to join us for the first of our fall CLE series (note: new location). Our session will focus on developments related to the… Continue Reading
Dip a Toe in the Water
Posted in IPO On-RampIn the most recently issued set of FAQs on the JOBS Act, the SEC Staff also addressed testing-the-waters communications, and, in particular, the requirements of Rule 15c2-8(e). Rule 15c2-8(e) requires that a broker-dealer make available a copy of the preliminary prospectus (prior to the effective date) for a registered offering of securities before soliciting orders… Continue Reading
Research FAQs
Posted in ResearchOn August 22, 2012, the SEC’s Division of Trading and Markets published a highly anticipated series of JOBS Act related FAQs addressing various research related matters. The FAQs are available at http://www.sec.gov/divisions/marketreg/tmjobsact-researchanalystsfaq.htm. Although the FAQs are quite consistent with the views that have been expressed over the last few months by SEC Staff, it may… Continue Reading
Greasing the Skids for Newly Public Companies
Posted in IPO On-Ramp, WelcomeThe “IPO On-Ramp” in Title I of the JOBS Act is the latest installment in efforts over the past several years aimed at easing the transition to public company status for newly public companies. Prior to these efforts, newly public companies were faced with the often daunting task of having to comply with all of… Continue Reading
Hard Transitions
Posted in IPO On-RampThe JOBS Act also does not provide much guidance in relation to various phase-ins or transitions once an issuer that was an EGC crosses one of the specified thresholds and loses its EGC status. In its set of FAQs on Title I of the JOBS Act, the Staff outlined certain principles relating to transition out… Continue Reading
Not Exactly JOBS Act, but Helpful to Emerging Companies
Posted in IPO On-RampThe Fostering Innovation Act, HR 6161, was approved last week by the House Capital Markets Subcommittee. The bill would modify the filing status classifications by raising the public float requirement for accelerated filers from $75 million to $250 million and adding a new element, a $100 million revenue component. If the bill were enacted as… Continue Reading
EGC Benefits Available for Merger and Exchange Offers
Posted in IPO On-RampThe SEC Staff is expected to provide some guidance through more FAQs confirming that an EGC should be able to rely on certain of the disclosure, communications and confidential submission benefits in the context of an exchange offer or a merger. Of course, it may be difficult to apply by analogy some of the JOBS… Continue Reading
Born-again EGCs
Posted in IPO On-RampMany practitioners have found that the most challenging questions about EGC status arise in connection with previously public entities that have undergone some organic change on or prior to December 8, 2011, such as a merger or a going-private transaction. There is no real guidance in the JOBS Act to answer some of these difficult… Continue Reading