SEC Releases Revised JOBS Act FAQs to Address FAST Act Modifications | Practical Law

SEC Releases Revised JOBS Act FAQs to Address FAST Act Modifications | Practical Law

The SEC's Division of Corporation Finance released revised frequently asked questions regarding the applicability of Title I of the JOBS Act and the confidential submission process for emerging growth companies to address amendments and enhancements due to the enactment of the FAST Act on December 4, 2015.

SEC Releases Revised JOBS Act FAQs to Address FAST Act Modifications

Practical Law Legal Update w-001-1088 (Approx. 3 pages)

SEC Releases Revised JOBS Act FAQs to Address FAST Act Modifications

by Practical Law Corporate & Securities
Published on 22 Dec 2015 • USA (National/Federal)
The SEC's Division of Corporation Finance released revised frequently asked questions regarding the applicability of Title I of the JOBS Act and the confidential submission process for emerging growth companies to address amendments and enhancements due to the enactment of the FAST Act on December 4, 2015.
On December 21, 2015, the SEC's Division of Corporation Finance issued revised frequently asked questions (FAQs) relating to the application of Title I of the Jumpstart Our Business Startups Act (JOBS Act). Title I of the JOBS Act sets out the IPO on-ramp, scaled disclosure, and other provisions applicable to emerging growth companies (EGCs), including the confidential submission of draft registration statements. The FAQs were originally issued in 2012.
The FAQ revisions were issued to reflect amendments to Section 6(e) of the Securities Act that became effective upon enactment of the Fixing America's Surface Transportation Act (FAST Act) on December 4, 2015. The FAST Act is a continuation of the JOBS Act in that it adopts additional changes to the federal securities laws that are designed to facilitate the ability of smaller companies to raise capital.
Questions 3, 9, 13, 31, 44 and 52 of the FAQs on Generally Applicable Questions on Title I of the JOBS Act have been updated. These FAQs address questions of general applicability under Title I of the JOBS Act, including scaled disclosure provisions for EGCs, use of test-the-waters communications, and use of research reports.
In addition, Questions 7, 8, 9, and 10 of the FAQs on the Confidential Submission Process for Emerging Growth Companies have been updated. These FAQs address questions relating to the confidential submission of EGC registration statements for review.
In particular, both sets of revised FAQs address:
  • The reduction from 21 to 15 the number of days before a road show that an EGC must make the first public filing of a confidentially-submitted registration statement.
  • Use of the confidential review process and other EGC accommodations if an EGC loses its status before completing its IPO.
  • General financial disclosure requirements for EGCs in registration statements and periodic reports.
  • The ability of EGCs to omit financial information for certain historical periods from registration statements on Form S-1 or Form F-1 filed prior to an IPO.