Although you may have missed the fireworks and the parade, we celebrated the one year anniversary of the JOBS Act on April 5th. Of course you wouldn’t have been alone if you missed the big celebration because, unfortunately, despite the initial hype surrounding the JOBS Act, not much has happened. The media has chastised the… Continue Reading
Tag Archives: JOBS Act
Potential good news for growth companies: Nasdaq to set up new private market for unlisted stocks
Posted in Capital Raising, Technology Company IssuesNasdaq OMX Group, Inc. announced today that it will enter into a joint venture with SharesPost, Inc. to form a marketplace for the trading of shares of unlisted companies. This is an interesting and cutting edge move that solves some problems for both Nasdaq and SharesPost. This new marketplace should be very positive for rapidly… Continue Reading
SEC curtails JOBS Act broker registration exemption in recent FAQs
Posted in Capital RaisingI understand that the SEC needs to balance having efficient markets and facilitating capital formation with the protection of investors, but sometimes erecting roadblocks with the intent of protecting investors is merely regulation for regulation’s sake. On February 5, 2013, the Staff of the Division of Trading and Markets of the SEC provided guidance on… Continue Reading
Did the JOBS Act unintentionally change the statutory private offering exemption?
Posted in Capital RaisingFor securities issuers, the most widely used exemption from registration is the private offering exemption in Section 4 of the Securities Act. Formerly referred to as the “Section 4(2)” exemption, the enactment of the JOBS Act in April of this year fixed the section numbering in Section 4 of the Securities Act which, until now,… Continue Reading
GUEST BLOGGER: Tick size remains large obstacle for middle market public companies
Posted in Capital RaisingMr. Steiner is the Chief Operating Officer and Managing Director – Investment Banking at Ladenburg Thalmann & Co. Inc. The views expressed in this posting are Mr. Steiner’s personal views and should not be attributed to Ladenburg Thalmann & Co. Inc., its employees, affiliates or subsidiaries or to Gunster. While the Jumpstart Our Business… Continue Reading
Has stock returned as the currency of choice in mergers and acquisitions?
Posted in Mergers and AcquisitionsCash may be king, but the use of stock to buy a target company can be very advantageous. The practice of using stock to purchase a target company never really went away, but it did become less desirable to target company shareholders during the recent economic downturn. With stock values dropping and access to credit… Continue Reading
Update on the JOBS Act: Where are we now?
Posted in Capital RaisingAfter a flurry of news articles when the JOBS Act became law in April, the news cycle has been non-stop election coverage. While we all look forward to the end of the political advertisements (especially us Floridians), I wanted to take a moment to bring you up to date on the JOBS Act. So, where… Continue Reading
Regulation A+: Raise the capital you need without the hassle or expense
Posted in Capital RaisingRegulation A+, one of the most overlooked provisions of the JOBS Act, promises to be the best new way for private companies to raise money without the headaches of going public or the restrictions of private offerings. As part of the JOBS Act, the SEC was tasked with creating a new offering exemption that has… Continue Reading
Securities Law 101 (Part II): Avoiding the pitfalls in a private placement
Posted in Capital Raising, Financial InstitutionsThis is the second part of our Securities Law 101 series. Because capital raising is such a critical function for emerging start-up companies, we designed this series to introduce their management teams to some of the fundamental concepts in securities law. We hope that this series will prevent some of the most common mistakes management… Continue Reading
Elimination of ban on general solicitation and advertising may leave some questions unanswered
Posted in Capital RaisingDepending on your perspective, lifting the ban on general solicitation and advertising for private offerings is one of the most anticipated or feared provisions in the JOBS Act. Consumer protection groups are aghast at the potential of fraud stemming from startup companies hawking their stock to unsophisticated investors. Pro-business groups are ecstatic that someone finally… Continue Reading
Banks going dark under the new JOBS Act may have to wait
Posted in Financial InstitutionsJust when it appeared that small banks and their holding companies could simply go private or “go dark” under the new rules in the Jumpstart Our Business Startups (JOBS) Act, legacy rules are significantly slowing the process for some. Under the JOBS Act, banks and bank holding companies may now go dark if they have… Continue Reading
Submissions of draft registration statements under the JOBS Act
Posted in IPOsThe SEC has announced that it will phase out the secure email system currently being used to submit confidential draft registration statements for emerging growth companies under the JOBS Act. A new EDGAR-based system will be implemented soon. We will keep you posted on the change when it happens.
The race is on: JOBS Act allows smaller banks, companies to go private
Posted in Financial InstitutionsWith the passing of the Jumpstart Our Business Startups (JOBS) Act, the thresholds for whether a company must be public changed dramatically. This is particularly true for smaller banks and bank holding companies. The prior rule required registration with the SEC if the institution reached 500 or more holders of a single class of stock and… Continue Reading
The new crowdfunding exemption: much ado about nothing
Posted in Capital RaisingSocial media is all the rage and seems to be rearing its head in just about every aspect of daily life. Turn on any television news program, whether CNN, ESPN, or any other, and you’ll be sure to be brought up to date with who has “tweeted” what to whom or what someone’s latest facebook… Continue Reading
Solicitation for Comments on the JOBS Act
Posted in Capital RaisingThe SEC Advisory Committee on Small and Emerging Companies has announced a public meeting to be held at 9:00 a.m. on Friday, June 8, 2012 in Multi-Purpose Room LL-006 at the SEC’s Washington, D.C. headquarters. The meeting will be webcast on www.sec.gov. The agenda for the meeting will be to focus on the JOBS Act… Continue Reading
JOBS Act update: Keeping current with the SEC’s interpretations
Posted in Capital RaisingThe SEC has been busy over the past several weeks rapidly issuing interpretations and procedures to implement the JOBS Act. Because the JOBS Act is such a fundamental change to securities law, especially for middle market companies, we wanted to spend this blog catching you up to speed on how the JOBS Act looks since we… Continue Reading
SEC continues to issue FAQs on the JOBS Act
Posted in Capital RaisingThe SEC has been issuing a steady stream of FAQs on the newly enacted JOBS Act. On Monday, the SEC’s Division of Trading and Markets issued a set of FAQs on the JOBS Act addressing crowdfunding intermediaries. Last week, the Division of Corporation Finance issued more FAQs on JOBS Act issues such as qualifications for… Continue Reading
Got questions about the JOBS Act? SEC answers 17 common ones
Posted in IPOsOn April 16th, the Securities and Exchange Commission’s Division of Corporation Finance issued 17 Frequently Asked Questions pertaining to Title I of the JOBS Act. The FAQs address some of the threshold questions on how to apply the JOBS Act to emerging growth companies such as how to determine if your company is deemed an… Continue Reading
Senate passes JOBS Act, with amendments, which fundamentally alters securities laws
Posted in Capital RaisingRapidly moving legislation dubbed the Jumpstart Our Business Startups Act (JOBS Act) was passed today by the U.S. Senate, which fundamentally alters the securities laws. The business world is buzzing about the pros and cons of this Act. The Act is designed to invigorate the IPO market by removing restrictions on capital raising that many… Continue Reading