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Tag Archives: registration statement

Issuer Financial Statements In Registration Statements

Posted in Welcome

We think the attached chart (available here:  http://www.mofo.com/files/Uploads/Images/130411-Issuer-Financial-Statements-In-Registration-Statements.pdf) is a simple way to keep track of the basic financial statements that different filers must include in SEC registration statements.  For more specific guidance, go to Regulation S-X and the SEC’s Division of Corporation Finance’s Financial Reporting Manual, which is now updated regularly.

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 Guidance for Draft Registration Statements via EDGAR

Posted in IPO On-Ramp

In connection with the recent migration of draft registration statement submissions to EDGAR, the SEC Staff sent letters to companies with draft registration statements subject to an ongoing review process, advising those companies how to submit a draft registration statement through EDGAR. The letter notes that companies with pending draft registration statements already have a… Continue Reading

Investor Advisory Committee of the SEC

Posted in Crowdfunding, Rule 506 Rulemaking

On Friday, September 28, 2012, the Dodd-Frank Investor Advisory Committee of the SEC met (see this agenda) and received an SEC Staff briefing on the JOBS Act. In connection with the Staff briefing, the Committee received an update from Jonathan Ingram, Deputy Chief Counsel and Lona Nallengara, Deputy Director (Legal and Regulatory) in the Division… 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

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

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

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

Section 3(b)(2) Offerings as IPOs

Posted in Regulation A+

We hope that the SEC engages actively with the securities exchanges to facilitate the listing of securities of issuers concurrently with the pricing of their Regulation A+ (a/k/a 3(b)(2)) offerings.  The JOBS Act seems to contemplate that some issuers will pursue Regulation A+ offerings, not seek exchange listings and choose to remain non-reporting companies.  However,… Continue Reading