Tag Archives: JOBS Act

SEC adopts JOBS Act inflation adjustments and other technical changes

by Cydney Posner

The SEC has adopted a number of inflation-related adjustments under the JOBS Act, including an adjustment to the revenue cap in the definition of “emerging growth company,” as well as adjustments to the dollar amounts in Reg Crowdfunding. A number of technical amendments were also adopted to conform various rules and forms to self-executing changes effected when the JOBS Act was signed into law.  The various amendments will become effective upon publication in the Federal Register. Continue reading

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SEC adopts final rule amendments completing rulemaking mandate under the JOBS Act

by Cydney Posner

Yesterday, the SEC adopted final rule amendments to implement certain sections of the JOBS Act and the FAST Act. The amendments were adopted substantially as proposed in December 2014 (and once again without holding an open SEC meeting).  The amendments revise SEC rules to reflect the new, higher thresholds for registration, termination of registration and suspension of reporting that were included in the JOBS Act and the FAST Act. In addition, as mandated by the JOBS Act, the amendments revise the definition of “held of record” under Exchange Act rules to exclude certain securities held by persons who received them pursuant to employee compensation plans and establish a non-exclusive safe harbor for determining whether securities are “held of record” for purposes of registration under Section 12(g).  The changes will become effective 30 days after publication in the Federal Register. The SEC press release proudly announces that “[a]ll JOBS Act mandates are now complete” (or perhaps that’s just an expression of relief).  Continue reading

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Corp Fin “announcement” provides some guidance on changes resulting from the FAST Act (repaired)

by Cydney Posner

On December 10, 2015, Corp Fin issued an announcement  highlighting changes in the securities laws resulting from the FAST Act.  As previously discussed in this PubCo post, this transportation bill contains several measures that modify the JOBS Act or otherwise relate to capital raising for emerging growth companies, disclosure modernization, the development of secondary markets and the registration process for smaller companies.  The referenced PubCo post has been updated to reflect SEC guidance, primarily regarding timing, set forth in that announcement.

 

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President signs FAST Act (updated December 10, 2015)

by Cydney Posner

The President has signed the FAST Act into law.  As previously discussed, this transportation bill contains several measures that modify the JOBS Act or otherwise relate to capital raising for emerging growth companies, disclosure modernization, the development of secondary markets and the registration process for smaller companies.  On December 10, 2015, Corp Fin issued an announcement describing those measures and providing additional guidance.  This post has been updated (in italics) to reflect Corp Fin guidance set forth in that announcement.

Below are short summaries of the some of the key relevant provisions of the Act: Continue reading

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Senate passes FAST Act

by Cydney Posner

The Hill is reporting that the “Senate approved a five-year, $305 billion highway bill [the FAST Act] Thursday, sending it to President Obama with just one day to spare before the scheduled expiration of the nation’s road and transit spending.  The measure passed by a 83-16 tally, hours after sailing through the House on a lopsided 359-65 vote.”

As discussed here and  here, this transportation bill contains several measures that modify the JOBS Act or otherwise relate to capital raising for emerging growth companies, disclosure modernization, the development of secondary markets and the registration process for smaller companies.

 

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FAST Act passes House

by Cydney Posner

Reuters reports: “In a show of Congressional bipartisanship, the House of Representatives voted 359 to 65 to send the $305 billion legislation [the FAST Act] to the Senate. It is widely expected to be approved and forwarded to the White House for President Barack Obama’s signature before a temporary funding measure expires on Friday. All 65 ‘no’ votes came from Republicans, including lawmakers opposed to the EXIM bank measure.”

As discussed here and  here, this transportation bill contains several measures that modify the JOBS Act or otherwise relate to capital raising for emerging growth companies, disclosure modernization, the development of secondary markets and the registration process for smaller companies.

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Provisions to modify the JOBS Act and otherwise benefit smaller companies survive conference and will soon be up for vote

by Cydney Posner

As discussed in this PubCo post, HR 22, now called the “FAST Act” – it was the “DRIVE Act” and before that the “Hire More Heroes Act” – is not just about transportation and highways (as important as that may be).  Buried in the bill are several measures that modify the JOBS Act or otherwise relate to capital raising for emerging growth companies, disclosure modernization, the development of secondary markets and the registration process for smaller companies. For example, the bill would reduce from 21 to 15 the number of days prior to the roadshow that the confidential submission of an IPO registration statement for an EGC must be made public and  would also allow an issuer that was an EGC at the time it submitted or filed its registration statement for review but thereafter ceased to be an EGC  to continue to be treated as an EGC until, with some limitations, its IPO is completed.  Importantly, those provisions have all survived the House-Senate Conference Committee intact, and the bill is expected to come up for a vote shortly.  We’ll keep you posted.

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