Taken from the briefing The JOBS Act: A Dialogue with Senior Staff from the SEC Division of Corporation Finance and Private Practitioners recorded April 2012.
On April 5, 2012, the Jumpstart Our Business Startups (JOBS) Act was signed into law, bringing about significant changes to the regulation of capital formation in the United States. The JOBS Act creates a new regulatory on-ramp for emerging growth companies going public, with confidential SEC Staff review of draft registration statements for initial public offerings, scaled disclosure requirements, and fewer restrictions on test the waters and research communications around the time of securities offerings. In addition, the JOBS Act directs the SEC to amend its rules to (1) repeal the ban on general solicitation and general advertising in Rule 506 offerings when sales are only to accredited investors; (2) establish a small offering exemption for crowdfunding; and (3) create a new public offering exemption for offerings up to $50 million. The JOBS Act also includes provisions to raise the holder of record threshold for mandatory registration under the Securities Exchange Act of 1934, as amended, and directs the SEC to amend its rules to implement the changes.
Senior Staff members from the Securities and Exchange Commission's Division of Corporation Finance and two leading practitioners discuss some of the key provisions of the JOBS Act and provide practical advice.
Topics include:
- Procedures for confidential draft registration statement submissions by emerging growth companies
- Test the waters communications by emerging growth companies
- Scaling of regulations during the on-ramp for emerging growth companies
- Implementing changes to the general solicitation and general advertising ban in Rule 506 offerings
- New offering exemptions
- Implementing changes to the holder of record threshold for mandatory registration
Presentation Material
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On-Demand Web Programs and Segments are approved in:
Alabama1, Alaska, California, Colorado, Delaware, Florida, Georgia, Hawaii, Idaho*, Illinois , Iowa2*, Kansas, Kentucky*, Louisiana, Maine*, Mississippi, Missouri3, Montana, Nebraska, Nevada, New Hampshire4, New Jersey, New Mexico5, New York6, North Carolina8, North Dakota, Ohio8, Oklahoma9, Oregon*, Pennsylvania10, Rhode Island11, South Carolina, Tennessee12, Texas, Utah, Vermont, Virginia13, Washington, West Virginia, Wisconsin14 and Wyoming*.
Iowa, Mississippi, Oklahoma, and Wisconsin DO NOT approve Audio Only On-Demand Web Programs.
Minnesota approves live webcasts ONLY
The State Bar of Arizona does not approve or accredit CLE activities for the Mandatory Continuing Legal Education requirement.
*PLI will apply for credit upon request. Louisiana and New Hampshire: PLI will apply for credit upon request for audio-only on-demand web programs.
1Alabama: Approval of all web based programs is limited to a maximum of 6.0 credits.
2Iowa: The approval is for one year from recorded date. Does not approve of Audio-only On-Demand Webcasts.
3Missouri: On-demand web programs are restricted to six hours of self-study credit per year. Self-study may not be used to satisfy the ethics requirements. Self-study can not be used for carryover credit.
4New Hamphsire: The approval is for three years from recorded date.
5New Mexico: On-Demand web programs are restricted to 4.0 self-study credits per year.
6New York: Newly admitted attorneys may not take non-traditional course formats such as on-demand Web Programs or live Webcasts for CLE credit. Newly admitted attorneys not practicing law in the United States, however, may earn 12 transitional credits in non-traditional formats.
7North Carolina: A maximum of 4 credits per reporting period may be earned by participating in on-demand web programs.
8Ohio: To confirm that the web program has been approved, please refer to the list of Ohio’s Approved Self Study Activities at http://www.sconet.state.oh.us. Online programs are considered self-study. Ohio attorneys have a 6 credit self-study limit per compliance period. The Ohio CLE Board states that attorneys must have a 100% success rate in clicking on timestamps to receive ANY CLE credit for an online program.
9Oklahoma: Up to 6 credits may be earned each year through computer-based or technology-based legal education programs.
10Pennsylvania: PA attorneys may only receive a maximum of four (4) hours of distance learning credit per compliance period. All distance learning programs must be a minimum of 1 full hour.
11Rhode Island: Audio Only On-Demand Web Programs are not approved for credit. On-Demand Web Programs must have an audio and video component.
12Tennessee: The approval is for the calendar year in which the live program was presented.
13Virginia: All distance learning courses are to be done in an educational setting, free from distractions.
14Wisconsin: Ethics credit is not allowed. The ethics portion of the program will be approved for general credit. There is a 10 credit limit for on-demand web programs during every 2-year reporting period. Does not approve of Audio-only On-Demand Webcasts.
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