JOBS Act Portal
Related practice groups: Securities & Corporate Governance | Emerging Companies | Corporate | Venture Capital
The JOBS Act ("Jumpstart Our Business Startups Act") was signed into law by President Obama on April 5, 2012. Some of the sweeping reforms provided by the JOBS Act are effective immediately, while others are subject to rulemaking by the Securities and Exchange Commission. We have created this portal dedicated to the JOBS Act to help you navigate the changing regulatory landscape and to provide updates about rulemaking and other developments under the JOBS Act.
Though short in length, the JOBS Act is designed to provide significant new benefits to emerging companies – both those seeking to go public and those seeking to avoid the public markets. Among other things, the JOBS Act:
- creates a new class of company contemplating going public, the "Emerging Growth Company," which is able to avail itself of liberalized communications restrictions and scaled disclosure requirements for a period of time, including exemptions from certain provisions of the Sarbanes-Oxley Act and the Dodd-Frank Act, as well as certain audit rules;
- opens up additional capital raising pathways, subject to restrictions, by
(1) lifting the prohibition on general solicitation and advertising in certain private placements,
(2) permitting crowdfunding, and
(3) increasing the offering amount for Regulation A type offerings from $5 million to $50 million; and
- raises the threshold level of the number of shareholders above which a company must go public, whether desired or not.
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For more information, please contact any of the following attorneys:
» Howard E. Berkenblit TEL: 617.338.2979
» Kristen A. Young TEL: 617.338.2427
» Marie H. Reider TEL: 617.338.2825
» Robert S. Hatfield III TEL: 617.338.2446
Media Coverage by S&W Attorneys
- Pre-existing, Substantive Relationships and General Solicitation in Rule 506 Private Placements, VCExperts (February 2013)
- Crowdfunding – But Not by the Crowd, Science Progress (May 23, 2012)
- The Gamble of the JOBS Act, The Boston Globe (May 21, 2012)
- JOBS Act Signed Into Law: Increasing Capital Raising Opportunities for U.S. and Non-U.S. Companies, FACC New York News (May 2012)
- What Companies Should Expect from the SEC in the New Year, Securities Mosaic Daily News (January 10, 2012), SmartBrief (January 9, 2012), CFO.com (January 9, 2012) and ACC-Northeast Week in Brief (January 4, 2012)
Securities and Exchange Commission Resources
- SEC No-Action Letters
- AngelList LLC and AngelList Advisors LLC (March 28, 2013)
SEC takes no-action position toward venture capital fund advisers seeking relief from the broker-dealer registration requirements of Section 15(b) of the Exchange Act.
- FundersClub Inc. and FundersClub Management LLC (March 26, 2013)
SEC takes no-action position toward the operator of an internet-based platform seeking relief from the broker-dealer registration requirements of Section 15(b) of the Exchange Act.
- SEC Staff to Host Decimalization Roundtable on February 5, 2013 (December 3, 2012)
- Pursuant to JOBS Act § 504, SEC Publishes Report on its Authority to Enforce Exchange Act Rule 12g5-1 and Subsection (b)(3) (October 15, 2012)
- Effective October 15, 2012, Submission and Filing of Confidential Draft Registration Statements via EDGAR Mandatory (October 11, 2012)
- SEC Adopts Updated EDGAR Filer Manual with Provisions for Submission and Filing of Confidential Draft Registration Statements (October 4, 2012)
- SEC Division of Corporation Finance Publishes Sample Letter Explaining Transition to EDGAR Submission and Filing of Draft Registration Statements (October 3, 2012)
- SEC Announces that Emerging Growth Companies and Foreign Private Issuers May Use EDGAR to Submit Draft Registration Statements for Confidential Review Starting October 1, 2012 (September 26, 2012)
- Proposed Rule: Eliminating the Prohibition Against General Solicitation and General Advertising In Rule 506 and Rule 144A Offerings (August 29, 2012)
- SEC Proposes Rules to Implement JOBS Act Provision About General Solicitation and Advertising in Securities Offerings (August 29, 2012)
- Opening Statement at the SEC Open Meeting (August 29, 2012)
SEC held an open meeting to propose rule mandated by the JOBS Act to eliminate the prohibition against general solicitation and advertising in certain securities offering under Rule 506 of Regulation D.
- Sunshine Act Meeting Notice (August 21, 2012)
REG D UPDATE: The SEC has scheduled a meeting on 8/29 (originally scheduled for 8/22) to propose rules to lift the prohibition on general solicitation and advertising in offerings under Rules 506 and 144A to accredited investors. This change was already supposed to be in place by July 4th – the meeting on 8/29 will only result in a rule proposal, which will be subject to further public comments before being finalized. In the meantime, private placements under those rules will continue to be subject to communications restrictions.
- Division of Corporation Finance's resource page for Jumpstart Our Business Startups Act:
- Testimony Concerning the "JOBS Act in Action Part II: Overseeing Effective Implementation of the JOBS Act at the SEC" (June 28, 2012)
Other Reports and Resources