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Tag Archives: Title I

A Year End Look at the JOBS Act

Posted in Crowdfunding, IPO On-Ramp, JOBS Act News, Regulation A+, Rule 506 Rulemaking

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

SEC Releases Disclosure Study

Posted in IPO On-Ramp

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.

IPO Field Guide

Posted in IPO On-Ramp

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

JOBS Act CLEs

Posted in JOBS Act News

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

Institutional Investors and the JOBS Act

Posted in Emerging Growth Company Status

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

Testimony on JOBS Related Rulemaking Progress

Posted in SEC News

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

JOBS Act at Year 1

Posted in Crowdfunding, Decimalization, Emerging Growth Company Status, Exchange Act Registration Thresholds, IPO On-Ramp, Private Placements, Regulation A+, Research, Rule 506 Rulemaking

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

Is There an EGC Stigma?

Posted in IPO On-Ramp

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

Startups, Accelerated

Posted in IPO On-Ramp

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.

SEC Government Business Forum on Small Business Capital Formation

Posted in Events

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.

FINRA Publishes Notice Regarding Research

Posted in Research

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 Rules to Catch up to JOBS Act

Posted in Research

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

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

JOBS Act Grant Thornton Webcast

Posted in Decimalization, Events

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

SEC Staff Updates JOBS Act FAQs to Address M&A, Spin-off and Other Issues

Posted in IPO On-Ramp

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

Call to Increase Tick Sizes: A Guest Blog

Posted in Decimalization

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

Report on Tick Sizes

Posted in Decimalization

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.

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

MoFo Seminar: JOBS Act Update

Posted in Events

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

SEC Proposed Rules Would Pave the Way for Private Fund Advertising

Posted in Rule 506 Rulemaking

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

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