Why you should attend
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.
What you will learn
- How to conduct an initial public offering for an emerging growth company, including the latest SEC staff positions on the confidential registration statement review process and the use of test-the-waters communications
- Disclosure considerations for emerging growth company in registration statements and periodic reports
- Entering and exiting the SEC registration and reporting system for banks and other issuers
- The impact of the JOBS Act on research analysts and research reports
- Practical implications of the changes to Rule 506 offerings
- How exempt crowdfunding offerings will work
- The prospects for exempt public offerings of up to $50 million
Who should attend
This program is aimed at lawyers with practices involving securities regulation and capital markets transactions. It will be valuable to lawyers in law firms, financial institutions and companies.
Morning Session: 9:00 a.m. - 12:30 p.m.
9:00 Opening Remarks and Introduction
9:15 Keynote Presentation: The JOBS Act - SEC Response and Implementation
- Regulatory and Legislative Initiatives Preceding the JOBS Act
- The reach of the JOBS Act and its implications for capital raising
- Effective dates and timing for rulemaking
- Required studies
Speaker: Meredith B. Cross
Commentators: David M. Lynn, David B.H. Martin
10:15 The IPO “On Ramp” for an Emerging Growth Company
- Qualifying as an emerging growth company
- The confidential review process
- The content of the registration statement
- Test-the-waters communications
- Accounting, auditing, reporting and corporate governance considerations for emerging growth companies
Moderator: John W. White
Paula Dubberly, Martin P. Dunn, Deanna L. Kirkpatrick
11:30 JOBS Act Considerations for Broker-Dealers and Other Intermediaries
- Considerations for underwriters in connection with emerging growth companies
- Research analyst involvement and research reports
- Matching services and finders after the JOBs Act
- Broker-dealer and funding portal involvement in crowdfunding offerings
Moderator: Frederick J. Knecht
David W. Blass, Dana G. Fleischman, Matthew Leavitt, Thomas W. Yang
Afternoon Session: 1:45 p.m. - 5:00 p.m.
1:45 General Solicitation/General Advertising in Rule 506 and Rule 144A Offerings
- SEC rulemaking to amend Rule 506 and Rule 144A
- Verification of accredited investor status
- The impact on Section 4(2) and Section 4(1 ½) Practices
- Integration after lifting the general solicitation ban
- Changes to practices in Rule 506 and Rule 144A offerings
- Changes to SEC registration thresholds for banks, bank holding companies and other issuers
Moderator: Stanley Keller
Meredith B. Cross, Nicolas Grabar, Annemarie Tierney
2:45 Exempt Offerings under the JOBS Act: Crowdfunding and Regulation A+
- How exempt crowdfunding offerings will be conducted
- Regulation of funding portals
- Opportunities created by the new Section 3(b)(2) exemption
- SEC rulemaking efforts on crowdfunding and Section 3(b)(2) exemptions
Moderator: David M. Lynn
Sarah Hanks, David B.H. Martin, Gregory C. Yadley
4:00 Litigation and Ethical Traps in the JOBS Act
- SEC enforcement and private litigation concern
- Ethical considerations for practitioners
Moderator: Joan McKown
Dixie L. Johnson, Daniel A. Nathan
David W. Blass
~ Chief Counsel and Associate Director, Division of Trading and Markets, US Securities and Exchange Commission
~ Deputy Director, Policy and Capital Markets, U.S. Securities and Exchange Commission
Thomas W. Yang
~ Managing Director & Associate General Counsel, Bank of America Merrill Lynch
New York City Seminar Location
PLI New York Center, 810 Seventh Avenue at 53rd Street (21st floor), New York, New York 10019. Message Center, program days only: (212) 824-5733.
New York City Hotel Accommodations
The New York Hilton & Towers, 1335 Avenue of the Americas, New York, NY 10019. 1 block from PLI Center. Reservations 1-800-HILTONS or, 1-877-NYC-HILT. Please mention that you are booking a room under the Practising Law Institute Corporate rate and the Client File # is N495741. Reservations on line at www.hilton.com and enter the same Client File # in the Corporate ID # field to access Practising Law Institute rates.
The Warwick New York Hotel, 65 West 54th Street New York, NY 10019. 1 block from PLI Center. Reservations 800-223-4099 or, hotel direct 212-247-2700. Please mention that you are booking a room under the Practising Law Institute Corporate rate. Reservations on line at www.warwickhotelny.com Click reservations in menu bar on left. Select desired dates. In 'Special Rates' drop down window select Corporate Rate. In 'Rate Code' enter PLIN. Click search and select desired room type and rate plan. Or, you may email reservation requests to: email@example.com.
PLI's live programs are approved in all states that require mandatory continuing legal education for attorneys, except Arizona. Please be sure to check with your state for details.
Please check the CLE Calculator above each product description for CLE information specific to your state.
Special Note: In New York, newly admitted attorneys may receive CLE credit only for attendance at "transitional" programs during their first two years of admission to the Bar. Non-traditional course formats such as on-demand web programs or recorded items, are not acceptable for CLE credit. Experienced attorneys may choose to attend and receive CLE credit for either a transitional course or for one geared to experienced attorneys. All product types, including on-demand web programs and recorded items, are approved for experienced attorneys.
Please note: The State Bar of Arizona does not approve or accredit CLE activities for the Mandatory Continuing Legal Education requirement.
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.
Credit will be granted only to the individual on record as the purchaser unless alternative arrangements (prearranged groupcast) are made in advance.