One of the thorniest issues for securities lawyers always has been addressing potential integration questions. We have been trained to recognize that there are heightened concerns associated with offerings occurring in close proximity to one another, or changes in offering format (from private to public or public to private offering). Over time, the SEC has provided increased certainty regarding integration issues by formulating and adopting various integration safe harbors. However, the capital markets evolve continually, and as we’ve noted in other posts, there is considerable “blurring” of the lines between the types of offering formats that are characterized as private placements and those that are characterized as public offerings. These hybrid offerings, like PIPE transactions, registered direct offerings, and confidentially marketed public offerings (or wall-crossed offerings), test the limits, and highlights the infirmities, of many integration principles. Now, we have the JOBS Act, which seems to stress further many of the basic integration ground rules. As a young securities lawyer, I was regularly reminded that an offering that starts as a private offering must be completed as a private offering, and, of course, the corollary, that an offering started as a public offering must be completed as a public offering. Will that continue to hold true? An emerging growth company may now engage in test-the-waters communications prior to pursuing an initial public offering. An EGC also can continue to test the waters once it has submitted confidentially to the SEC a registration statement, or even once it has publicly filed with the SEC its registration statement. Before the public filing, one could say that these discussions would not constitute a “general solicitation” given that the EGC may only approach QIBs and institutional accredited investors. One could also say that the “offering” has not commenced as a private offering, given that the conversations are not considered an “offer.” However, once the registration statement has been publicly filed, it is hard to see why the filing would not constitute a “general solicitation” and why permitting the test-the-waters discussions to continue would not challenge the conventional integration wisdom. A number of similar questions are prompted by the JOBS Act, which makes one wonder whether the notion of integration will fall by the wayside.