The JOBS Act – A Cleary Gottlieb Web Seminar

April 10, 2012

Overview

Tuesday, April 10, 2012
12:00 p.m. - 1:30 p.m. (New York time)

Presenters
Alan Beller (former Director of the SEC’s Division of Corporation Finance)
Leslie Silverman
Nicolas Grabar

Why You Should Watch
The JOBS Act is a major new piece of securities legislation, adopted by large bipartisan majorities in Congress and expected to be signed by President Obama this week. The Act will liberalize the securities offering process in these ways:

  • It creates a new, less demanding regulatory regime for IPOs of “emerging growth companies” with up to $1 billion in annual revenues.
  • It requires the SEC to adopt rules permitting unregistered public offerings where the issuer sells less than $50 million worth of securities in a 12-month period.
  • It requires the SEC to eliminate the requirement, in private placements to QIBs under Rule 144A and to accredited investors under Rule 506, to avoid “general solicitation or general advertising.”
  • It raises the threshold for the number of holders of record that triggers the requirement to register equity securities with the SEC under Section 12(g) of the Securities Exchange Act of 1934.
  • It authorizes “crowdfunding” and related activities.

The JOBS Act will change the regulatory landscape for initial public offerings, for private placements and for fundraising by small companies. Capital markets professionals of all kinds will need to master these changes.

What You Will Learn

  • Which changes are immediately effective and which will require the SEC to adopt implementing regulations?
  • How will an IPO under the emerging growth company regime differ from other IPOs, including:
    • How will the new ability to “test the waters” be used?
    • Will liability concerns limit the use of research during the IPO process?
    • How significant is the relaxation of disclosure requirements?
    • How will the new opportunity for confidential submission of IPO registration statements affect the timing of the offering process?
  • How will private placement practices change without the “no general solicitation or general advertising” condition under Rule 506 and Rule 144A?
  • What will be the practical impact of the new small offerings regime?

To register for and listen to the archive, please CLICK HERE