Header graphic for print
MoFo Jumpstarter For jumpstarts, upstarts and start-ups

Tag Archives: EGCs

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

Venture Exchanges in the U.S. and Right-Sized Disclosure Requirements

Posted in Advisory Committee on Smaller and Emerging Companies, SEC News

In a recent speech delivered at a Futures Industry Association conference (see full text here: http://www.sec.gov/News/Speech/Detail/Speech/1370540289361), Commissioner Gallagher raised the possibility of a venture exchange.  Commissioner Gallagher addressed broader market structure issues in his remarks; however, he devoted a substantial portion of the speech to the benefits that might be associated with a venture exchange… Continue Reading

Institutional Investors and the JOBS Act

Posted in Emerging Growth Company Status

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

Survey of EGC Director Compensation Practices

Posted in Emerging Growth Company Status

Practical 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

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

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

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 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

Confidential EDGAR Submissions Coming Down the Pike

Posted in IPO On-Ramp

Under 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 Events

Join 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-Ramp

In 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 Research

On 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

Hard Transitions

Posted in IPO On-Ramp

The 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-Ramp

The 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

Born-again EGCs

Posted in IPO On-Ramp

Many 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