Today, Commissioner Elise Walter testified before the House Subcommittee on Oversight and Investigations of the Committee on Financial Services regarding the SEC’s implementation of Title II of the JOBS Act. Commissioner Walter noted that finalizing the rulemaking is one of the SEC’s “top priorities.” The Commissioner reviewed the pre-rulemaking comments that were received, as well… Continue Reading
Tag Archives: Title II
Testimony on JOBS Related Rulemaking Progress
Posted in SEC NewsOn 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 RulemakingAny 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
AngelList Receives No-Action Letter Guidance
Posted in Broker-Dealer RegistrationThe Division of Trading & Markets also issued no-action letter guidance to AngelList in which the Staff indicated that it would not recommend enforcement action for failure to register as a broker-dealer if AngelList and its affiliates were to establish an internet-based platform to facilitate angel investing by accredited investors. An affiliate of AngelList that… Continue Reading
The SEC Speaks
Posted in EventsAt the annual SEC Speaks held in Washington, DC on February 22, 2013, the SEC explained, justified, prodded, ruminated and complained. And, despite the threat of imminent staff cuts if sequestration sets in, the Commissioners and senior staff offered an ambitious program for the coming year. The proceedings were not without some color and controversy…. Continue Reading
New JOBS Act-related Broker-Dealer FAQs Published
Posted in Broker-Dealer RegistrationThe Staff of the SEC’s Division of Trading and Markets recently published a series of FAQs addressing certain broker-dealer matters arising in connection with Title II of the JOBS Act. The FAQs are available here: http://www.sec.gov/divisions/marketreg/exemption-broker-dealer-registration-jobs-act-faq.htm. Title II of the JOBS Act formalizes the guidance that has been provided by the SEC in various no-action… Continue Reading
SEC Government Business Forum on Small Business Capital Formation
Posted in EventsThe 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.
Yet Another Post-enactment JOBS Act Hearing
Posted in Crowdfunding, Private Placements, Regulation A+, Rule 506 RulemakingAmong the many distinctive aspects of the JOBS Act is that we could end up seeing more Congressional hearings on the JOBS Act after it was enacted than before it was enacted. The focus has now shifted from merits of the JOBS Act’s provisions to the pace at which those provisions are going into effect,… Continue Reading
SEC Postpones Consideration of Title II Rule Changes
Posted in Rule 506 RulemakingToday, the SEC removed from the August 22nd Open Meeting agenda the consideration of rules to eliminate the prohibition against general solicitation and general advertising in securities offerings conducted pursuant to Rule 506 of Regulation D under the Securities Act and Rule 144A under the Securities Act, as mandated by Section 201(a) of the JOBS… Continue Reading
PIPE As Usual
Posted in Rule 506 RulemakingWe’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… Continue Reading
Integration Disintegration?
Posted in Rule 506 RulemakingOne of the thorniest issues for securities lawyers always has been addressing potential integration questions. We have been trained to recognize that there are heightened concerns associated with offerings occurring in close proximity to one another, or changes in offering format (from private to public or public to private offering). Over time, the SEC has… Continue Reading
Trust, and Verify
Posted in Rule 506 RulemakingIn considering the relaxation of the prohibition against general solicitation and general advertising that was incorporated into the JOBS Act, Congressional attention seemed to focus on some quid pro quo arrangement that demands verification of accredited investor status. This leads us to wonder why it takes a “trade” of this sort to justify removing the… Continue Reading
The JOBS Act and Private Funds
Posted in Rule 506 RulemakingSection 201(a)(1) of the JOBS Act directs the SEC to repeal the ban on general solicitation and general advertising in securities offerings under Rule 506 of Regulation D and Rule 144A. Can advertisements for hedge funds in Cigar Aficionado and The Wine Spectator be far behind? Not so fast. The SEC has missed its July 4 deadline… Continue Reading
A Boon for Private Placements
Posted in Rule 506 RulemakingThe JOBS Act was signed into law three months ago today, and much of the excitement thus far has been focused on the IPO on-ramp provisions. However, the most significant, or perhaps most lasting, changes may actually result for the private placement market. Although, on a relative basis, in recent years there have been fewer regulatory… Continue Reading
Title II Rulemaking Set for August 22 Open Meeting
Posted in Rule 506 RulemakingOn the heels of last week’s announcement by Chairman Schapiro that the SEC did not plan to adopt changes to Rule 506 of Regulation D and Rule 144A by the 90-day deadline contemplated in the JOBS Act, the SEC issued a Sunshine Act Notice announcing that the Title II rulemaking will be considered at a Commission Open Meeting… Continue Reading
The Suspense is Over – No JOBS Act Rules Next Week
Posted in Rule 506 RulemakingIf you were holding off on plans for an Independence Day barbeque in anxious anticipation of the SEC rules lifting the ban on general solicitation and general advertising in Rule 506 offerings under Title II of the JOBS Act, you can go ahead and buy the hot dogs and charcoal. As I noted in the… Continue Reading
Whither the Title II Rulemaking?
Posted in Rule 506 RulemakingTitle II of the JOBS Act directs the SEC to revise Rule 506 of Regulation D to provide that the prohibitions against general solicitation or general advertising in Rule 502(c) do not apply to offers and sales of securities made pursuant to Rule 506, provided that all purchasers of the securities are accredited investors. The… Continue Reading