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
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
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
On April 11, 2013, Lona Nallengara, Acting Director of the SEC’s Division of Corporation Finance, and John Ramsay, Acting Director of the Division of Trading & Markets offered testimony before the House Subcommittee on Investigations, Oversight and Regulations of the Committee on Small Business. Their testimony, which provides an overview of the Act and the… 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
Title I of the JOBS Act mandated that a study be conducted on the impact of decimalization. This study was delivered earlier in the year, and the SEC announced that it would call for a roundtable to discuss the impact of decimalization and consider alternatives. The roundtable will be held at the SEC on February… 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.
FINRA has filed with the SEC a proposed rule change to amend FINRA’s rules relating to research in order to bring them in line with the JOBS Act and the SEC Staff’s FAQs addressing research. The proposed FINRA rule change would modify NASD Rule 2711 and NYSE Rule 472. Arranging and Participating in Communications: The… Continue Reading
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
David Weild, Head of Capital Markets at Grant Thornton will be speaking during a Grant Thornton webcast about that same topic. The webcast, “The JOBS Act & tick sizes: Decimalization, public policy & the impact on banks,” will take place on October 25 from 3:00pm-4:30pm ET. The other panelists include Kendra Decker, Partner, SEC-Regulatory Matters at… Continue Reading
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
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. Our prior studies served as a call to action that helped focus attention on the plight of capital formation that… Continue Reading
Grant Thornton has published a report on tick sizes, available here http://www.sec.gov/info/smallbus/acsec/acsec-backgroundmaterials-090712-weild-article.pdf. The report discusses two alternatives to customize tick sizes. These alternatives are likely to be discussed during the meeting of the SEC Advisory Committee on Small and Emerging Companies today.
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
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
Now that the SEC has proposed rules to eliminate the general solicitation and general advertising restrictions for certain offerings of securities, can advertisements for private funds on bus shelters and billboards be far behind? Not so fast. Private funds, including hedge funds, venture capital funds and private equity funds, often rely on Section 4(a)(2) and… Continue Reading
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
The “IPO On-Ramp” in Title I of the JOBS Act is the latest installment in efforts over the past several years aimed at easing the transition to public company status for newly public companies. Prior to these efforts, newly public companies were faced with the often daunting task of having to comply with all of… Continue Reading
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
The SEC Staff is expected to provide some guidance through more FAQs confirming that an EGC should be able to rely on certain of the disclosure, communications and confidential submission benefits in the context of an exchange offer or a merger. Of course, it may be difficult to apply by analogy some of the JOBS… Continue Reading
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