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JOBS Act 2012: What You Need to Know Now

Released on: Jun. 13, 2012

Running Time: 06:04:36

Segments
Overview
Faculty
CLE Credit

Running Time	Segment Title	Faculty
[00:55:38]	The JOBS Act - SEC Response and Implementation	Meredith B. Cross ~ Wilmer Cutler Pickering Hale and Dorr LLP David B. H. Martin ~ Covington & Burling LLP David M. Lynn ~ Morrison & Foerster LLP
[01:00:08]	The IPO "On Ramp" for an Emerging Growth Company	John W. White ~ Cravath, Swaine & Moore LLP Deanna L. Kirkpatrick ~ Davis Polk & Wardwell LLP Paula Dubberly ~ Deputy Director, Policy and Capital Markets, U.S. Securities and Exchange Commission Martin P. Dunn ~ O'Melveny & Myers LLP
[01:02:07]	JOBS Act Considerations for Broker-Dealers and Other Intermediaries	Dana G. Fleischman ~ Latham & Watkins LLP Matthew D. Leavitt ~ Managing Director, Legal, Goldman, Sachs & Co. Thomas W. Yang ~ Managing Director & Associate General Counsel, Bank of America Merrill Lynch Frederick J. Knecht ~ Covington & Burling LLP David W. Blass ~ Chief Counsel and Associate Director, Division of Trading and Markets, US Securities and Exchange Commission
[00:58:45]	General Solicitation/General Advertisinf in Rule 506 and Rule 144A Offerings	Stanley Keller ~ Edwards Wildman Palmer LLP Nicolas Grabar ~ Cleary Gottlieb Steen & Hamilton LLP Annemarie Tierney ~ General Counsel, SecondMarket Holdings, Inc. Meredith B. Cross ~ Wilmer Cutler Pickering Hale and Dorr LLP
[00:56:28]	Exempt Offerings Under the JOBS Act: Crowdfunding and Regulation A+	Sara Hanks ~ CEO, CrowdCheck, Inc. Gregory C. Yadley ~ Shumaker Loop & Kendrick, LLP David B. H. Martin ~ Covington & Burling LLP David M. Lynn ~ Morrison & Foerster LLP
[00:59:22]	Litigation and Ethical Traps in the JOBS Act	Daniel A. Nathan ~ Morrison & Foerster LLP Dixie L. Johnson ~ Fried, Frank, Harris, Shriver & Jacobson LLP Joan E. McKown ~ Jones Day

On April 5, 2012, the Jumpstart Our Business Startups (JOBS) Act was signed into law, bringing about extraordinary changes to the regulation of capital formation in the United States.

The JOBS Act: (1) creates a new regulatory “on ramp” for emerging growth companies going public, with confidential SEC Staff review of draft IPO registration statements, reduced disclosure requirements and freer “test the waters” and research communications around the time of securities offerings; (2) permits general solicitation and general advertising in Rule 506 or Rule 144A offerings when sales are only to accredited investors or QIBs; (3) establishes a small offering exemption for crowdfunding; (4) creates a new public offering exemption for offerings up to $50 million; and (5) raises the “holder of record” threshold for mandatory SEC registration and reporting.

The program will provide you with the latest practical guidance on implementation of the various provisions of the JOBS Act, as well as what to expect as the SEC adopts rules under the Act over the next year.

Lecture Topics [Total time 06:04:36]

Segments with an asterisk (*) are available only with the purchase of the entire program.

Opening Remarks and Introduction* [00:12:08]
Keynote Presentation: The JOBS Act - SEC Response and Implementation [00:55:38]
Meredith B. Cross, David M. Lynn, David B. H. Martin
The IPO "On Ramp" for an Emerging Growth Company [01:00:08]
Deanna L. Kirkpatrick, John W. White, Martin P. Dunn, Paula Dubberly
JOBS Act Considerations for Broker-Dealers and Other Intermediaries [01:02:07]
Frederick J. Knecht, Dana G. Fleischman, Matthew D. Leavitt, Thomas W. Yang, David W. Blass
General Solicitation/General Advertisinf in Rule 506 and Rule 144A Offerings [00:58:45]
Stanley Keller, Annemarie Tierney, Meredith B. Cross, Nicolas Grabar
Exempt Offerings Under the JOBS Act: Crowdfunding and Regulation A+ [00:56:28]
David M. Lynn, David B. H. Martin, Sara Hanks, Gregory C. Yadley
Litigation and Ethical Traps in the JOBS Act [00:59:22]
Joan E. McKown, Dixie L. Johnson, Daniel A. Nathan

Presentation Material

Table of Contents
SEC Staff Guidance: Jumpstart Our Business Startups Act: Frequently Asked Questions of General Applicability on Title I of the JOBS Act (April 16, 2012 & May 3, 2012)
SEC Staff Guidance: Jumpstart Our Business Startups Act: Frequently Asked Questions-Changes to the Requirements for Exchange Act Registration and Deregistration (April 11,2012)
SEC Staff Guidance: Instructions for Submitting Draft Registration Statements for Confidential/Non-public Review
SEC Staff Guidance: Division update regarding submission of draft registration statements for confidential review under the JOBS Act and non-public review under the Division’s policy for certain foreign private issuers (May 11, 2012)
SEC Staff Guidance: Jumpstart Our Business Startups Act: Frequently Asked Questions on Confidential Submission Process for Emerging Growth Companies (April 10, 2012)
SEC Staff Guidance: Division announcement regarding confidential submission of draft registration statements under the Jumpstart Our Business Startups Act (April 5, 2012)
Meredith B. Cross
The Jumpstart Our Business Startups Act of 2012
David M. Lynn
Cravath, Swaine & Moore LLP Memorandum: The JOBS Act: Reforms to the Capital Raising Process (Updated) (May 8, 2012)
John W. White
Davis Polk Client Memorandum: SEC Staff Updates Guidance on JOBS Act (May 7, 2012)
Deanna L. Kirkpatrick
POWERPOINT: The IPO "On Ramp" for an Emerging Growth Company
Deanna L. Kirkpatrick, John W. White, Martin P. Dunn, Paula Dubberly
SEC Staff Guidance: Jumpstart Our Business Startups Act: Frequently Asked Questions About Crowdfunding Intermediaries Division of Trading and Markets (May 7, 2012)-Part 1
Robert W. Cook
SEC Staff Guidance: Jumpstart Our Business Startups Act: Frequently Asked Questions About Crowdfunding Intermediaries Division of Trading and Markets (May 7, 2012)-Part 2
Robert W. Cook
Latham & Watkins Client Alert: The JOBS Act After Two Weeks: The 50 Most Frequently Asked Questions (April 23, 2012)
Dana G. Fleischman
POWERPOINT: JOBS Act Considerations for Broker-Dealers and Other Intermediaries
Frederick J. Knecht, Dana G. Fleischman, Matthew D. Leavitt, Thomas W. Yang, Robert W. Cook
Integration of Private and Public Offerings Update
Stanley Keller
Limitations on Offers and on General Solicitation in Private Placements - Historical Background
Nicolas Grabar
The Crowdfund Act of 2012 (Title III of the JOBS Act)
Sara Hanks
Title III of the Jumpstart Our Business Startups Act of 2012: Crowdfunding
David M. Lynn
Covington & Burling LLP Advisory - The JOBS Act: New Rules for Emerging Growth Companies, Private Placements and “Crowdfunding” (April 2, 2012)
David B. H. Martin
POWERPOINT: Exempt Offerings Under the JOBS Act: Crowdfunding and Regulation A+
David M. Lynn, David B. H. Martin, Sara Hanks, Gregory C. Yadley
Addendum A
JOBS Act - Overview and Observations (May 16, 2012)
Joan E. McKown, Peter C. Zwick
Fried Frank Memorandum: The Jumpstart Our Business Startups Act and Its Impact on Equity Research Analysts (May 16, 2012)
Dixie L. Johnson
Fried Frank Memorandum: Market Practice Evolves Under the Jumpstart Our Business Startups Act (May 15, 2012)
Dixie L. Johnson
Morrison & Foerster Client Alert: The JOBS Act: Opportunities and Risks for Broker-Dealers( May 14, 2012)

Co-Chair(s)

David M. Lynn ~ Morrison & Foerster LLP

David B. H. Martin ~ Covington & Burling LLP

Speaker(s)

David W. Blass ~ Chief Counsel and Associate Director, Division of Trading and Markets, US Securities and Exchange Commission

Meredith B. Cross ~ Wilmer Cutler Pickering Hale and Dorr LLP

Paula Dubberly ~ Deputy Director, Policy and Capital Markets, U.S. Securities and Exchange Commission

Martin P. Dunn ~ O'Melveny & Myers LLP

Dana G. Fleischman ~ Latham & Watkins LLP

Nicolas Grabar ~ Cleary Gottlieb Steen & Hamilton LLP

Sara Hanks ~ CEO, CrowdCheck, Inc.

Dixie L. Johnson ~ Fried, Frank, Harris, Shriver & Jacobson LLP

Stanley Keller ~ Edwards Wildman Palmer LLP

Deanna L. Kirkpatrick ~ Davis Polk & Wardwell LLP

Frederick J. Knecht ~ Covington & Burling LLP

Matthew D. Leavitt ~ Managing Director, Legal, Goldman, Sachs & Co.

Joan E. McKown ~ Jones Day

Daniel A. Nathan ~ Morrison & Foerster LLP

Annemarie Tierney ~ General Counsel, SecondMarket Holdings, Inc.

John W. White ~ Cravath, Swaine & Moore LLP

Gregory C. Yadley ~ Shumaker Loop & Kendrick, LLP

Thomas W. Yang ~ Managing Director & Associate General Counsel, Bank of America Merrill Lynch

PLI makes every effort to accredit its On-Demand Web Programs and Segments. Please check the CLE Calculator above for CLE information specific to your state.

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.

Running time and CLE credit hours are not necessarily the same. Please be aware that many states do not permit credit for luncheon and keynote speakers.

If you have already received credit for attending some or the entire program, please be aware that state administrators do not permit you to accrue additional credit for repeat viewing even if an additional credit certificate is subsequently issued.

Note that some states limit the number of credit hours attorneys may claim for online CLE activities, and state rules vary with regard to whether online CLE activities qualify for participatory or self-study credits. For more information, call Customer Service (800) 260-4PLI (4754) or e-mail info@pli.edu.

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	On-Demand Segment Description Faculty CLE Credit PLI makes every effort to accredit its recorded programs. PLI MP3s are approved in the following states/territories: AK, CA¹, CO, FL, GA, ID, IL, KS², ME, MO, MT, NC, ND, NH, NJ, NM, NV, NY, OR, PA, TX³, UT, VI, VT, WA, WV, WY. Some exceptions apply. For more information contact PLI. ¹California: This activity qualifies for participatory credit. ²Kansas: There is a 5.0 credit limit per year for this type of viewing. ³Texas: Considered self-study credit. There is a 5 credit limit, including specialty credit. Please note:* 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. Running time and CLE credit hours earned are not necessarily the same. Please be aware that many states do not permit credit for luncheon speakers. Special Note: In New York, non-traditional course formats including audio and video cassettes are NOT acceptable for transitional CLE credit for the newly admitted attorney within the first two years after their admission to the Bar. Attorneys other than newly admitted may use non-traditional course format, including audio and video cassettes to fulfill their CLE requirements. IMPORTANT INFORMATION FOR ATTORNEYS SEEKING CLE CREDIT While listening to the program, be alert to listen for the AUTHORIZATION CODE which has been placed somewhere within the program. Write the code down; you will be asked for this information when you request CLE credit. Once you’ve completed the program, please go to www.pli.edu and log in. Once you are logged in, your account will be displayed and the available programs will be listed on the left side under the heading "My Online Library". If you are already logged in, click the link for My Account on the home page to access your Online Library. Return to the program and click the MCLE Registration button in the top right region of the program window. A new window will open with a CLE Request form, you will be asked to complete a short evaluation, and fill in the AUTHORIZATION CODE, please complete and submit the form. Once you click the Submit button, your request for CLE credit will be sent to the CLE department. PLI will email you a CLE certificate within 48 hours. If you are unable to successfully log in, please contact our customer service department at 800-260-4754 for assistance. GENERAL INFORMATION This product is designed to provide practical and useful information on the subject matter covered. However, it is sold with the understanding that the publisher is not engaged in rendering legal, accounting or other professional services. If legal advice or other expert assistance is required, the services of a competent professional should be sought. If you have already received credit for attending some or the entire program, please be aware that state administrators do not permit you to accrue additional credit for repeat viewing even if an additional credit certificate is subsequently issued. PLI makes every effort to accredit its On-Demand Web Programs and Segments. Please check the CLE Calculator above for CLE information specific to your state. 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. Running time and CLE credit hours are not necessarily the same. Please be aware that many states do not permit credit for luncheon and keynote speakers. If you have already received credit for attending some or the entire program, please be aware that state administrators do not permit you to accrue additional credit for repeat viewing even if an additional credit certificate is subsequently issued. Note that some states limit the number of credit hours attorneys may claim for online CLE activities, and state rules vary with regard to whether online CLE activities qualify for participatory or self-study credits. For more information, call Customer Service (800) 260-4PLI (4754) or e-mail info@pli.edu. Add to Cart Membership Suite Options: Add to My List Register From Roster Request Groupcast Receive all of the items below at the reduced price of $0.00 A combined savings of $0.00 Buy Combo CREDIT INFORMATION Credits for: