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JOBS Act Resource Center

On April 5, 2012, the President signed into law the Jumpstart Our Business Startups Act (the “JOBS Act”) that was passed with bipartisan support. The JOBS Act is intended to designed to jumpstart the economy and restore opportunities for America’s small businesses, startups and entrepreneurs by easing securities regulations. The Act encourages initial public offerings by “emerging growth companies” and facilitates the ability of companies to raise capital in private and small public offerings without registration with the Securities and Exchange Commission.

We have prepared a collection of memoranda and other materials that relate to the significant legal and regulatory developments under the JOBS Act, which you can access below. We will continue to update this collection as implementation of the JOBS Act progresses.

If you are interested in receiving future memos on the JOBS Act and other corporate matters, please click here to be added to the Firm’s mailing list.

SEC Adopts Rules to Permit General Solicitation and Advertising in Certain Private Securities Offerings, Adopts the “Bad Actor” Disqualification and Proposes New Private Offering Filing and Disclosure Requirements
07.11.2013

On July 10, 2013, the Securities and Exchange Commission adopted (i) amendments to Rule 144A under the Securities Act of 1933, as amended and Rule 506 of Regulation D under the Securities Act to permit use of general solicitations and general advertising in private securities offerings made pursuant to such rules, subject to the satisfaction of certain conditions, and (ii) amendments to Rule 506 to disqualify certain “bad actors” from conducting private placements in reliance upon such rule.  In addition to the final approval of these new rules, in response to concerns relating to possible abuse of the offering flexibility afforded by the elimination of the prohibition on general solicitation and general advertising for certain private placements, the SEC proposed amendments to Rule 506 that, if adopted, would impose new filing and disclosure requirements on private offerings made in reliance upon such rule. Read more.

SEC Adopts Rules to Eliminate Prohibition Against General Solicitation and Advertising in Certain Private Securities Offerings; Also Proposes New, Related Investor Protection Requirements – Private Investment Funds Perspective
07.10.2013
 
Today, the SEC adopted amendments to Rule 506 of Regulation D under the Securities Act of 1933 that eliminate the ban on “general solicitation” and “general advertising” of private securities offerings conducted under those rules, as was mandated by the Jumpstart Our Business Startups Act (JOBS Act).   Since private investment funds typically rely on Rule 506 in connection with their fundraisings in the United States, this will potentially allow for greater flexibility in the United States fundraising process by significantly relaxing existing regulatory restrictions. In conjunction with the ban lift, the SEC today also adopted rules barring felons and other "bad actors" convicted of securities fraud from participating in private securities offerings and proposed a number of related investor protection requirements for private fund offerings that engage in a general solicitation. Read more.

SEC Proposes Rules to Permit General Solicitation and Advertising in 144A Offerings and Private Placements
09.06.2012

On August 29, 2012, the SEC proposed rules to implOn April 5, 2012, the U.S. Congress enacted The Jumpstart Our Business Startups Act (the “JOBS Act”), a package of capital access reforms intended, among other things, to facilitate the ability of companies to raise capital in private offerings without registration with the Securities and Exchange Commission (the “SEC”). The JOBS Act directed the SEC to amend its rules to permit (1) general solicitation or general advertising in connection with offerings of securities under Rule 506 of Regulation D (“Rule 506”) under the Securities Act of 1933, as amended (the “Securities Act”), provided that all purchasers of the securities are accredited investors and that the issuer has taken reasonable steps to verify that all purchasers of the securities are accredited investors and (2) offers of securities under Rule 144A under the Securities Act to persons other than qualified institutional buyers (“QIBs”), including by means of general solicitation or general advertising, provided that the securities are sold only to persons whom the seller and any person acting on behalf of the seller reasonably believes is a QIB.

On August 29, 2012, the SEC proposed rules (the “Proposed Rules”) to implement these changes to Rule 506 and Rule 144A. The SEC will seek public comments on the Proposed Rules and any comments must be received on or before October 5, 2012. Following the review of comments by the SEC, the final rules will be issued. Issuers are not able to avail themselves of the Proposed Rules until final rules are enacted and effective. Since Rule 506 offerings and Rule 144A offerings are widely used by U.S and foreign issuers to access the capital markets, we anticipate that the final rules, assuming that they are substantially similar to the Proposed Rules, will allow for greater flexibility in the capital raising process by relaxing existing regulatory requirements on publicity.Read more.

SEC Proposes Rules to Eliminate the Prohibition Against General Solicitation and Advertising in Certain Private Securities Offerings – Private Investment Funds Perspective
08.31.12

On August 29, 2012, the SEC proposed rules to implement provisions of the JOBS Act that directed the SEC to amend its rules to permit general solicitation or general advertising  in connection with private offerings of securities under Rule 506 of Regulation D under the Securities Act of 1933 if all purchasers of the securities are accredited investors and the issuer had taken reasonable steps to verify that all purchasers of the securities are accredited investors. Since private investment funds typically rely on Rule 506 in connection with their fundraisings in the United States, we anticipate that the final rules, assuming that they are substantially similar to the proposed rules, will allow for greater flexibility in the United States fundraising process by relaxing existing regulatory requirements on publicity. This memorandum focuses on the aspects of the proposed changes to Rule 506 that are relevant for private investment funds. Read more.

Podcast Series: Impact of the JOBS Act on Private Equity

Part 1: Changes to the IPO Process
07.03.12

The Jumpstart Our Business Startups Act (or “JOBS Act”) became law on April 5, 2012. Intended to make it easier for businesses to raise capital, the JOBS Act may have meaningful benefits for private equity firms and their portfolio companies. Simpson Thacher is pleased to present its Impact of the JOBS Act on Private Equity Podcast Series, focusing on the practical implications for private equity firms and their portfolio companies. In part 1 of the series, available now, Simpson Thacher capital markets partners Josh Bonnie and Joe Kaufman discuss important changes to the IPO process and related benefits for a new class of “emerging growth companies,” which may make it easier for portfolio companies to go public in the United States.

To access the podcast, please click the appropriate link:

To access and print the slides accompanying the podcast, please click here.

Podcast Series: Impact of the JOBS Act on Private Equity

Part 2: The JOBS Act for Portfolio Companies
07.10.12

In part 2 of the series, available now, Simpson Thacher capital markets partners Josh Bonnie and Joe Kaufman discuss the benefits of the JOBS Act for portfolio companies of private equity firms.

To access the podcast, please click the appropriate link:

To access and print the slides accompanying the podcast, please click here.

Congress Adopts Capital Access Reform
03.27.12

The U.S. Congress today passed The Jumpstart Our Business Startups Act (the "JOBS Act"), a package of capital access reforms intended to (1) encourage initial public offerings by "emerging growth companies" and (2) facilitate the ability of companies to raise capital in private and small public offerings without registration with the Securities and Exchange Commission. The JOBS Act passed the Senate by a vote of 73-26 and the House of Representatives by a vote of 380-41 and President Obama is expected to sign the legislation into law shortly. The legislation passed by Congress is identical to the version initially passed by the House on March 8, with the exception of the provisions relating to "crowdfunding," which were amended to provide for additional investor protections. Read more.

House Passes Capital Access Reform Legislation
03.12.12

On March 8, 2012, the U.S. House of Representatives passed the Jumpstart Our Business Startups Act (the "JOBS Act") in a 390-23 vote reflecting bipartisan support for the legislation. The JOBS Act is intended to (1) encourage initial public offerings by "emerging growth companies" and (2) facilitate the ability of companies to raise capital in private and small public offerings without registration with the Securities and Exchange Commission. Read more.



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