Appendix A DISCLOSURE AND RELATED REQUIREMENTS
Before JOBS Act
Financial information in SEC filings
• Three years of audited financial statements • Two years of audited financial statements for smaller reporting companies
• Selected financial data for each of five years (or for life of issuer, if shorter) and any interim period included in the financial statements
Confidential submissions of draft IPO registration statement
• No confidential filing for US issuers • Confidential filing for FPIs only in specified cir- cumstances
Under JOBS Act
• Two years of audited financial statements • Not required to present selected financial data for any period before the earliest audited peri- od presented in connection with an IPO
• Within one year of IPO, EGC would report three years of audited financial statements
EGCs (including FPIs that are EGCs) may sub- mit a draft IPO registration statement for confi- dential review before public filing, provided that such submission and any amendments are pub- licly filed with the SEC not later than 21 days before the EGC conducts a road show, super- seding the SEC’s December 2011 position on confidential submissions by FPIs.
Communications before and during offering process
Auditor attestation on internal controls
Accounting standards
Limited ability to test the waters
EGCs, either before or after filing a registration statement, may test the waters by engaging in oral or written communications with QIBs and institutional accredited investors to determine interest in an offering
• Auditor attestation on effectiveness of internal controls over financial reporting required in second annual report after IPO
• Non-accelerated filers not required to comply
Must comply with applicable new or revised financial accounting standards
• Not required to comply with any new or revised financial accounting standard until such standard applies to companies that are not subject to Exchange Act public company reporting
• EGCs may choose to comply with non-EGC accounting standards but may not selectively comply
Executive
compensation disclosure
• Must comply with executive compensation dis- closure requirements, unless a smaller report- ing company (which is subject to reduced dis- closure requirements)
• Upon adoption of SEC rules under Dodd- Frank will be required to calculate and dis- close the median compensation of all employ- ees compared to the CEO
Say on pay
• Must hold non-binding advisory stockholder votes on executive compensation arrange- ments
• Smaller reporting companies are exempt from say on pay until 2013
• May comply with executive compensation dis- closure requirements by complying with the reduced disclosure requirements generally available to smaller reporting companies
• Exempt from requirement to calculate and dis- close the median compensation of all employ- ees compared to the CEO
• FPIs entitled to rely on other executive com- pensation disclosure requirements
Exempt from requirement to hold non-binding advisory stockholder votes on executive compen- sation arrangements for one to three years after no longer an EGC
Transition period for compliance of up to five years
22 JOBS Act Quick Start
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