APPENDIX A: JOBS ACT: SUMMARY OVERVIEW
EMERGING GROWTH COMPANIES (EGCS)
Qualifying as an EGC
Disqualification as an EGC
EGC defined as an issuer with total gross revenues of less than $1 billion
EGC until the earliest of: (A) last day of the fiscal year during which issuer’s total gross revenues exceed $1 billion; or (B) five years from IPO; or (C) the date on which issuer has sold more than $1 billion in non-convertible debt; or (D) date on which issuer becomes a large accelerated filer (public float of $750 million).
IPOs by EGCs
• Confidential submission available • Must file publicly at least 21 days before roadshow • Two years audited financials required (instead of three) • May elect to rely on certain scaled disclosures available to smaller public reporting companies (such as for executive compensation)
• May engage in testing the waters with QIBs and IAIs Ongoing
disclosures/governance requirements
• May opt into voluntary disclosures • Subject to phase-in for say-on-pay and say-on-golden parachute requirements • Subject to phase-in for any PCAOB mandatory rotation or modified audit report requirement • Exempt from section 404(b) attestation (but subject to requirement for management assess- ment of internal control requirement over financial reporting and to CEO/CFO certification requirement)
• Not required to adopt FASB standards until broadly applicable to private companies
RESEARCH REPORTS Permitted
communications
Conflicts, separation, disclosures
REGULATION D Rule 506 offerings
BROKER-DEALER REGISTRATION
Platforms/matching services
CROWDFUNDING Offering threshold
Not required to register as broker-dealers solely as a result of participation or involvement in Rule 506 offerings that use general solicitation or general advertisement, provided that platform does not receive transaction-based compensation, handle customer funds or securities, or participate in documentation
The aggregate amount sold to all investors by the issuer, including any amount sold in reliance on the crowdfunding exemption during the 12-month period preceding the date of the transaction, is not more than $1 million
• Research report on EGC not an offer • Research report on EGC not subject to quiet period or lock-up period restrictions • Distribution participants may publish research before commencement of an offering, during an offering, or post offering
• Reports subject to required conflicts disclosures and certifications • Modifies separation/chaperoning requirements in connection with certain activities for EGCs
General advertising/general solicitation permitted provided that the issuer verifies purchasers are all AIs
80 JOBS Act Quick Start
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