By Porter Wright on It has been more than two years since the JOBS Act was passed and almost nine months since the SEC proposed crowdfunding rules — but still no final rules. Should entrepreneurs care? Probably not. The proposed SEC rules are burdensome. The rules limit the total amount raised to $1 million in any rolling 12-month period, … Continue Reading
By Porter Wright on After the recent complaints that smaller investors were not as informed as larger ones about the Facebook IPO, the SEC is reviewing the “quiet period” rules. These rules restrict the communications that an issuer may have with investors during an IPO. Attached is a letter (posted by the Wall Street Journal) that SEC Chairman, Mary Schapiro, sent to Rep. Darrell … Continue Reading
By Porter Wright on On July 10, 2013, the Securities and Exchange Commission adopted a new rule to eliminate the ban on general solicitation and general advertising for certain private securities offerings, as required by Section 201(a) of the JOBS Act. The final rule amends Rule 506 to permit issuers to use general solicitation and general advertising to offer their … Continue Reading
By Porter Wright on In June the SEC announced that it was building an EDGAR-based system through which certain Emerging Growth Companies and foreign private issuers could submit draft registration statements for non-public and confidential review. Today the SEC announced that the new EDGAR sysstem will be available on Monday, October 1, 2012. On that date, issuers may choose to … Continue Reading
By Bob Tannous on In response to the enactment of the Jumpstart Our Business Startups Act (the “JOBS Act”), the New York Stock Exchange (“NYSE”) proposes to amend Sections 102.01C and 103.01B of the NYSE’s Listed Company Manual (the “Manual”) to permit the listing of companies on the basis of two years of reported financial data as permitted under … Continue Reading
By Porter Wright on Over the past month the SEC has provided guidance regarding the Jumpstart Our Business Startups Act of 2012, or JOBS Act, which became law on April 5, 2012. The most recent guidance is in the form of Frequently Asked Questions on Title I, available May 3, 2012, as a supplement to prior FAQs on Title … Continue Reading
By Bob Tannous on On April 16, 2012, the SEC Division of Corporation Finance issued additional Frequently Asked Questions to provide guidance on the implementation and application of the Jumpstart Our Business Startups Act (the "JOBS Act"), based on its current understanding of the JOBS Act and in light of its existing rules, regulations and procedures. These FAQs address … Continue Reading
By Porter Wright on For a summary of how the JOBS Act facilitates raising capital for a variety of businesses, please see this Porter Wright Securities Law Alert.… Continue Reading
By Bob Tannous on On April 11, 2012, the SEC Division of Corporation Finance issued additional Frequently Asked Questions to provide guidance on the implementation and application of the Jumpstart Our Business Startups Act (the "JOBS Act"), based on its current understanding of the JOBS Act and in light of its existing rules, regulations and procedures. These FAQs address … Continue Reading
By Bob Tannous on On April 10, 2012, the SEC Division of Corporation Finance issued Frequently Asked Questions to provide guidance on the implementation and application of the Jumpstart Our Business Startups Act (the “JOBS Act”), based on its current understanding of the JOBS Act and in light of its existing rules, regulations and procedures. These FAQs address questions … Continue Reading
By Porter Wright on On April 5, 2012, President Obama signed into law the Jumpstart Our Business Startups Act of 2012, the JOBS Act. The Act implements measures relating to the IPO process and reporting requirements for a new category of issuer known as the “emerging growth company,” or EGC. The Act defines an EGC as a company with annual gross … Continue Reading
By Porter Wright on Section 401 of the Jumpstart Our Business Startups Act, or JOBS Act (expected to be signed into law by President Obama on April 5, 2012) permits securities offerings of up to $50 million in any 12-month period under a new exemption to be established by the SEC under Section 3(b) of the Securities Act of … Continue Reading
By Jeremy Siegfried on Currently, under Section 12(g) of the Securities Exchange Act of 1934, companies with more than $10 million in assets whose equity securities are held of record by more than 500 holders must file periodic reports with the SEC. While the $10 million threshold had been raised from time to time over the years from an … Continue Reading
By Porter Wright on Section 201 of the Jumpstart Our Business Startups Act, or JOBS Act (expected to be signed into law soon by President Obama), requires the SEC to change the rules of a Rule 506 private placement to allow for general solicitation or general advertising so long as all purchasers are accredited investors. Currently, Rule 502(c) prohibits … Continue Reading
By Porter Wright on The U.S. House of Representatives, by a vote of 380 to 41, has passed the Jumpstart Our Business Startups Act, or JOBS Act in the form previously approved by the Senate last week. The bill now goes to President Obama, who is expected to sign it into law. The JOBS Act significantly impacts the securities … Continue Reading
By Porter Wright on In February the SEC issued a Small Entity Compliance Guide that provides a summary of the relatively new net worth standard in the definition of “accredited investor” under the Securities Act, as required by the Dodd-Frank Act. Section 413(a) of the Dodd-Frank Act requires that the value of a person’s primary residence be excluded when … Continue Reading
