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
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
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 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
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
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.
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
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
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
Congressman Garrett recently renewed discussions regarding additional individual legislative initiatives or other proposals relating to promoting capital formation that might well be grouped together into a single “JOBS Act 2.0″ measure. These matters had been scheduled (prior to the shutdown) to be considered at a hearing on October 9, 2013. Commentators have noted that the… Continue Reading
In two programs focusing on the JOBS Act, Anna Pinedo and David Lynn of Morrison & Foerster share their expertise to help course attendees gain a greater understanding of the JOBS Act and its implications for different types of companies. JOBS Act Program 1 – Title I Topics include: IPO on-ramp IPO process for an… Continue Reading
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
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
The SEC has made available the archived version of the webcast from the most recent meeting, held on May 1, 2013. The meeting included presentations from Duncan Niederauer, Chief Executive Officer of NYSE Euronext, and William Hambrecht, CEO of WR Hambrecht + Co., as well as discussions with several Commissioners. The webcast is accessible from… Continue Reading
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
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
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
As greater attention is devoted to the role of decimalization and other market structure changes in the decline of smaller company IPOs, we wanted to share this white paper authored by Leslie Seff, http://www.mofo.com/files/Uploads/Images/121124-IPOs-Decimalization-Need-for-Better-Regulation.pdf. The paper puts into perspective the various regulations that had an effect on market making activity, and recommends a more nuanced… Continue Reading
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
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.
The SEC recently announced the agenda for next week’s forum, which will be held on November 15, 2012. The morning sessions, which include JOBS Act implementation discussions, will be webcast. For more information about the forum and to pre-register in order to participate in the afternoon discussions, see http://www.sec.gov/news/press/2012/2012-221.htm.
As we previously reported, FINRA amended its rules relating to research in order to bring them in line with the changes brought about by the JOBS Act. The SEC approved the FINRA rule changes, and earlier this week, FINRA published Notice 12-49, available here http://www.finra.org/web/groups/industry/@ip/@reg/@notice/documents/notices/p196166.pdf.
Today, the Staff of the SEC published another study required by the JOBS Act–this one assessing whether the SEC has sufficient tools to enforce the anti-evasion provisions of Section 12g5-1(b)(3). Given that many more companies are choosing to stay private longer and defer pursuing IPOs, questions have arisen in recent years as to whether there… Continue Reading
On October 25, from 2:00-3:00pm ET, CFO Magazine will present a webcast entitled “JOBS Act: Benefits, Best Practices and Opportunities.” The JOBS Act changes many capital raising regulatory requirements with the goal of facilitating public and private offerings for small businesses. This webcast seeks to examine how the various provisions of the JOBS Act will… Continue Reading