of 2008, national attention shifted to job creation and the backlash against over-regulation brought about byDodd-Frank. In April 2012, the Jumpstart Our Business
Startups Act (the “JOBS Act”) was enacted, which reflects many of the legislative initiatives that had been discussed for several years. The JOBS Act adopted the following provisions that affect capital formation:
An “IPO on-ramp” for a new category of issuer, “emerging growth companies,” that offers a number of benefits, including confidential SEC Staff review of draft IPO registration statements, scaled disclosure requirements, no restrictions on “test-the- waters” communications with qualified institutional buyers (“QIBs”) and institutional accredited investors before and after filing a registration statement, and fewer restrictions on research (including research by participating underwriters) around the time of an offering (all of which will be discussed in greater detail below).
An amendment to the Securities Act (informally referred to as Regulation A+) permitting companies to conduct offerings to raise up to $50 million in any 12-month period through a “mini-registration” process similar to that provided for under Regulation A.
Higher securityholder triggering thresholds for reporting obligations under the Exchange Act.
Removal of the prohibition against general solicitation and general advertising in certain private placements.
A new exemption under the Securities Act for crowdfunding offerings.
of 2008, national attention shifted to job creation and the backlash against over-regulation brought about byDodd-Frank. In April 2012, the Jumpstart Our Business
Startups Act (the “JOBS Act”) was enacted, which reflects many of the legislative initiatives that had been discussed for several years. The JOBS Act adopted the following provisions that affect capital formation:
An “IPO on-ramp” for a new category of issuer, “emerging growth companies,” that offers a number of benefits, including confidential SEC Staff review of draft IPO registration statements, scaled disclosure requirements, no restrictions on “test-the- waters” communications with qualified institutional buyers (“QIBs”) and institutional accredited investors before and after filing a registration statement, and fewer restrictions on research (including research by participating underwriters) around the time of an offering (all of which will be discussed in greater detail below).
An amendment to the Securities Act (informally referred to as Regulation A+) permitting companies to conduct offerings to raise up to $50 million in any 12-month period through a “mini-registration” process similar to that provided for under Regulation A.
Higher securityholder triggering thresholds for reporting obligations under the Exchange Act.
Removal of the prohibition against general solicitation and general advertising in certain private placements.
A new exemption under the Securities Act for crowdfunding offerings.
