JOBS Act: Pathway for Emerging Growth Companies 09/21/2012
Posted by Morse, Barnes-Brown Pendleton in Events, Legal Developments.Tags: emerging growth, IPO, JOBS Act, mbbp, MFA, public companies, public filing
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On Tuesday, October 16th Morse, Barnes-Brown & Pendleton, PC and Moody, Famiglietti & Andronico, LLP are holding an informational seminar to discuss the economic basis behind the JOBS Act as well as the specific changes instituted by it. A panel of experts will delve into recent data indicating who is taking advantage of the Act’s provisions and why, and describe the ways in which the new legislation has impacted public filings since its inception.
This seminar will examine the following topic areas:
- Economic and regulatory drivers that set the stage for the JOBS Act
- Goals of the JOBS Act in terms of job creation and IPO revitalization
- Major regulatory changes established by the Act
- The new concept of the “emerging growth company”
- Confidential public filing
- Benefits of going public in today’s market
For more information, directions, or to register, please visit the event page: Exclusive Event – JOBS Act: Pathway for Emerging Growth Companies.
The JOBS Act IPO On-Ramp and Top Ten Issues in M&A Transactions 08/28/2012
Posted by Morse, Barnes-Brown Pendleton in Client News, Corporate.Tags: ipo on-ramp, JOBS Act, m&a, transactions
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MBBP recently posted two new articles in the Business section of our resources page. MBBP Attorney Mark Tarallo authors “The JOBS Act IPO On-Ramp“ which discusses the new IPO On-Ramp provisions for the emerging growth company as well as what the provisional changes mean for quality businesses. MBBP Corporate Attorneys Shannon Zollo and Mary Beth Kerrigan also published an article,
“Top Ten Issues in M&A Transactions” which provides a list of the top issues individuals may face when negotiating a merger and acquisition transaction including deal structure, working capital adjustments, target indemnification and closing conditions.
Please visit our resources page to view both articles.
Feel free to contact Mark, Shannon 
or Mary Beth with any questions.
Carl Barnes Panels “Crowdfunding for University Startups” Seminar 06/15/2012
Posted by Morse, Barnes-Brown Pendleton in Attorney News, Events.Tags: crowdfunding, JOBS Act, MATTO
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On June 13th, MBBP attorney Carl Barnes was a panelist at a seminar on crowdfunding sponsored by the Massachusetts Association of Technology Transfer Offices. The seminar, entitled “Crowdfunding for University Startups – learn how TTOs will be able to use the JOBS 2012 Act to help their start-ups raise early stage funding,” was held at the Cambridge Innovation Center. Crowdfunding won’t become a reality until the SEC adopts regulations implementing Title III of the JOBS Act – and that’s not scheduled to happen until much later this year. In the meantime, there is still a great deal for entrepreneurs to learn and consider.
For a detailed description of the JOBS Act, and a discussion of some of those considerations, please click here.
Expanded Thresholds for Registration under the Exchange Act 05/08/2012
Posted by Morse, Barnes-Brown Pendleton in Legal Developments.Tags: exchange act, JOBS Act, SEC
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By: Joe Marrow
On April 5, 2012, President Obama signed into law the Jumpstart Our Business Startups Act (JOBS Act) which, among other things, increases the existing metrics pursuant to which a private company is required to register a class of equity securities under the Exchange Act of 1934. The provisions of the JOBS Act described below take effect immediately.
Previously, the ’34 Act required a company to register a particular class of equity securities with the SEC and commence periodic reporting within 120 days following the last day of any fiscal year in which the company had total assets in excess of $10 million and a class of equity securities held of record by 500 or more shareholders. To provide some flexibility to private companies that have begun to bump up against the requirement for ’34 Act registration, the JOBS Act amends Section 12(g) of the ’34 Act by requiring that a company must register a particular class of equity securities when the company has more than $10 million in assets and has a class of equity securities either held of record by 2,000 persons or more or 500 or more persons that are not accredited investors. Additionally, in calculating the number of shareholders of record listed above, companies may exclude equity securities held of record by persons who received the securities pursuant to exempt transactions under employee compensation plans.
The new provisions should alleviate problems facing developing companies that have been required to finance themselves through multiple private offerings while granting stock options to numerous employees pursuant to compensation plans by delaying the requirement to commence periodic reporting under the ’34 Act.
For more information on the increases to the thresholds for registration under the 1934 Act pursuant to the JOBS Act, please contact Joe Marrow.
Send in the Crowds? Crowdfunding Bill Becomes Law 04/06/2012
Posted by Morse, Barnes-Brown Pendleton in Legal Developments, New Resources.Tags: crowdfunding, JOBS Act, SEC
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By: Carl F. Barnes
Crowdfunding – in which entrepreneurs and start-ups raise capital in small amounts from large numbers of ordinary investors – became a reality on April 5, as President Obama signed the Jumpstart Our Business Startups Act, known as the JOBS Act. Well, almost – the Securities and Exchange Commission has been given until the end of the year to write the regulations necessary to implement the Act.
Once those regulations are adopted, entrepreneurs will be permitted to raise up to $1,000,000 in any 12-month period from ordinary investors. The amount any one person can invest in any one company will be limited to the greater of $2,000 or 5% of the investor’s income or net worth – or up to 10% of the investor’s income or net worth (subject to a cap of $10,000) if the investor’s income or net worth equals or exceeds $100,000.
Companies taking advantage of the crowdfunding rules must use either a securities broker or a “funding portal” to find investors. Companies won’t be permitted to advertise the terms of their offering, but they will be permitted to publish notices and use the internet to direct prospective investors to the intermediary. Both the company and the intermediary will be required to make significant disclosures to prospective investors and to the SEC, both before and after the offering. And both companies and their directors and officers had better be careful, because they will all be liable for material misstatements and omissions in their disclosures.
Whether the JOBS Act will satisfy the dreams of the entrepreneurial community by providing efficient and low-cost access to capital or whether the burdens of complying with the Act and the forthcoming regulations will mean that the crowdfunding rules are little-used remains to be seen. Even without the regulations in hand, though, there is much that entrepreneurs who think they will want to try crowdfunding should consider. For a detailed description of the Act and a discussion of those considerations, please click here.
For more information on crowdfunding and private placements generally, please contact Carl Barnes.
