May 14, 2012
Authors: Craig D. Miller | Matthew S. O'Loughlin | Scott A. Schwartz | Rory Donald
The Jumpstart Our Business Startups Act (the JOBS Act), enacted on April 5, 2012, changes and liberalizes the regulatory landscape for both public and private companies seeking to raise capital. The Staff of the Division of Corporation Finance of the Securities and Exchange Commission recently issued additional guidance on the implementation and application of certain provisions of the JOBS Act. Below is a summary of certain aspects of this guidance.
Manatt, Phelps & Phillips, LLP, will continue to monitor and provide updates on the implementation of the JOBS Act. Our lawyers are available to assist with any questions you may have.
Emerging Growth Company DefinitionThe JOBS Act creates regulatory relief for a new type of issuer – the so-called “emerging growth company.” An emerging growth company is defined as any issuer with gross revenues of less than $1 billion during the prior fiscal year and that has gone public after December 8, 2011. According to the FAQs recently released by the Staff regarding the definition of emerging growth company under Title I of the JOBS Act:
Disclosure Requirements for Emerging Growth CompaniesThe JOBS Act exempts emerging growth companies from many of the disclosure requirements applicable to publicly traded companies. According to the FAQs recently released by the Staff regarding scaled disclosure requirements for emerging growth companies under Title I of the JOBS Act:
Confidential Submission of IPO Registration StatementsThe JOBS Act allows emerging growth companies to confidentially submit to the Staff a draft registration statement for confidential nonpublic review, as long as such filings are made no longer than 21 days prior to the emerging growth company’s first road show. According to the FAQs recently released by the Staff regarding the submission of confidential registration statements by emerging growth companies:
The JOBS Act and prior SEC guidance were covered in two previous Manatt newsletters (April 5, 2012, available here, and April 23, 2012, available here).
The complete text of the Division’s FAQs and answers with respect to the JOBS Act can be found here.
Please contact any of the listed authors or your regular Manatt contact if you have any questions on the JOBS Act generally or the content of this newsletter.
Blase P. DillinghamPartner
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