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 JOBS Act and the IPO market. We will discuss the SEC Staff’s guidance on various interpretative questions relating to Title I of the JOBS Act. We also will discuss the SEC Staff’s Frequently Asked Questions on research issues, and the proposal relaxing the ban on general solicitation in connection with certain private offerings. Our speakers will cover the following topics:

  • SEC views on emerging growth company (EGC) status;
  • Testing-the-waters;
  • Research guidance, research safe harbors, and liability issues;
  • Using Title I benefits in connection with mergers and exchange offers;
  • The general solicitation proposal and investor verification;
  • The IPO process and investor communications; and
  • Practical considerations for various offering formats, including PIPE transactions, 4(a)(1-1/2) transactions and 4(a)(2) exempt offerings.


David Lynn
Partner, Morrison & Foerster LLP

Anna Pinedo
Partner, Morrison & Foerster LLP

Tymour Okasha
Assistant General Counsel, Bank of America Merrill Lynch

NY and CA CLE credit is pending.

We’ve been thinking about whether the changes to Rule 506 offerings are likely to have any effect on the PIPE market.  Our preliminary conclusion is that the ability to use general solicitation is unlikely to have much effect on PIPE transactions.  An already public company generally turns to a PIPE transaction for financing because the company wants to ensure that it will be able to obtain definitive commitments from PIPE purchasers before announcing the financing.  In order to address Regulation FD concerns and avoid a premature disclosure regarding the potential private financing, the company and its financial intermediary will obtain confidentiality undertakings from potential purchasers.  It would be inconsistent with this approach to rely on general solicitation.  Moreover, there often are special circumstances, such as an acquisition, that compel the company to rely on a PIPE transaction instead of a shelf takedown.  To the extent that a company shares material non-public information with potential PIPE purchasers (which information will later be made public through a cleansing release), using general solicitation in connection with the PIPE transaction also would not be possible.  However, the practices relating to PIPE press releases may change going forward.  Now, the press release announcing the entry into definitive PIPE purchase agreements does not name the PIPE placement agent since that would not comport with the strict requirements of Rule 135c.  Given the additional flexibility relating to general solicitation, counsel may be more comfortable with naming the financial intermediary in a Rule 135c release.