Tag Archives: JOBS Act

SEC Chair Jay Clayton discusses principles guiding his tenure at the SEC

by Cydney Posner

In his first public speech as SEC Chair, Jay Clayton outlined for the Economic Club of New York eight principles that he aims to guide his tenure as Chair. In discussing these principles and some ways in which he plans to put them into practice, Clayton seemed to stress the need to focus more intently on the various costs of regulatory compliance—in dollars, in time, in effort, in complexity and in economic impact.  In particular, Clayton drew attention to a reduction in the number of public companies in recent years—a “roughly 50% decline in the total number of U.S.-listed public companies over the last two decades”—attributing the decline at least in part to the expansion of disclosure requirements, in some cases beyond materiality.  To address this issue, he asserted, the SEC “should review its rules retrospectively” from the perspective of the cumulative effect of required disclosure, not just each incremental slice. Finally, he noted that the SEC “has several initiatives underway to improve the disclosure available to investors, “ including implementation of recommendations contained in the SEC staff’s Report on Modernization and Simplification of Regulation S-K (see this PubCo post).  According to Clayton, the staff “is making good progress on preparing rulemaking proposals based on this report….”

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Corp Fin posts FAQs regarding extension of process for confidential submission of draft registration statements

by Cydney Posner

On June 29, Corp Fin announced that it was extending the process for confidential submission of draft registration statements, currently available only for IPOs of emerging growth companies, to IPOs of companies that are not EGCs, as well as for most follow-on offerings made in the first year after going public. The extension of this confidential process will allow more companies to defer the public disclosure of sensitive or competitive information until they are almost ready to market the offering—and potentially to avoid the public disclosure altogether if they ultimately decide not to proceed with the offering. The new process will become available on July 10, 2017. (See this PubCo post.) Subsequently, Corp Fin issued a series of FAQs to provide additional guidance.   Continue reading

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You no longer have to be an EGC to…

by Cydney Posner

…submit a confidential draft registration statement for IPOs, as well as for most offerings made in the first year after going public, Corp Fin announced yesterday.  Until now, that beneficial process, first permitted by the JOBS Act, has been available only to emerging growth companies. The extension of this confidential process will allow more companies to defer the public disclosure of sensitive or competitive information until they are almost ready to market the offering—and potentially to avoid the public disclosure altogether if they ultimately decide not to proceed with the offering. According to the press release, the change “will provide companies with more flexibility to plan their offering. The nonpublic review process after the IPO reduces the potential for lengthy exposure to market fluctuations that can adversely affect the offering process and harm existing public shareholders. By requiring a public filing period prior to the launch of marketing, the process incorporates a feature of the EGC review process that provides an opportunity for the public to evaluate those offerings.” The new process will become available on July 10, 2017. Continue reading

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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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