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An update on the JOBS Act

As you can guess,we have been keeping up with what the S.E.C. has been doing when it comes to the Jumpstart Our Business Startups Act (“JOBS Act“).  So far, it has been the S.E.C. has been very cautious but they are fast coming to the time when they need to weigh in on the changes to the laws in place.  Here is their recent discussion on the subject:

Here is what Fulbright & Jaworski L.L.P. has said about it:

If you haven’t been following what PPM Logix has been doing, you should.  They have some great discussion on their BLOG and they have introduced a new website: Reg D List – Funding for Private Placements.  The blog on the website is a great read as well.  Take a look at the website and if you need a reference / introduction in, just ask us.


© 2012 by Rhodes Holdings LLC, all rights reserved.

 
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Posted by on September 3, 2012 in BLOG, Business, Entrepenuers, Public markets

 

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The JOBS Act presentation by The International Law Firm of Fulbright & Jaworski

I ran across this presentation (The International Law Firm of Fulbright & Jaworski – Events) coming up and thought that anyone that deals with securities needs to be there (if you received a LinkedIn Invitation from me, take a look at it).  Here is an excerpt from their e-mail touting the presentation:

Recent changes in securities laws affect venture capital firms, angel investment groups, start up and early stage technology companies and emerging growth companies planning to go public (under $1.0 billion in revenue).

The JOBS Act enacted in April significantly changes U.S. securities laws, making it easier for companies to raise capital in private placements and to complete IPOs by:

  • Mandating that the SEC adopt rules allowing general solicitation
    of investors for certain private placements;
  • Creating rules to allow crowd funding;
  • Increasing the number of shareholders a company can have before
    triggering public filing requirements;
  • Increasing the size of Regulation A offerings from $5 million to $50 million;
  • Allowing registration statements to be filed confidentially;
  • Allowing IPO companies to “test the waters” to gauge investor interest;
  • Reducing the number of years of financial data required for an IPO from
    five years to two years; and
  • Substantially reducing some of the disclosure requirements for IPOs.

If you may be seeking capital or contemplating an IPO in the near future, come hear how the landscape has changed.

Speakers:
Brian Fenske, Partner, Fulbright & Jaworski L.L.P.
Gerry Pecht, Partner, Fulbright & Jaworski L.L.P.
Chuck Powell, Partner, Fulbright & Jaworski L.L.P.
Peter Stokes, Partner, Fulbright & Jaworski L.L.P.

Registration:
This seminar is offered at no charge to clients and friends of Fulbright. Seating is limited, so reservations will be accepted in the order received. To reserve a space now, please click here. For more information please contact Jessica Schwartz at
jnschwartz@fulbright.com or 713 651 5550.

The International Law Firm of Fulbright & Jaworski – Events.

 

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Crowdfunding, JOBS Act, and creative project funding…

JOBS Act – Title II, III and IV Explained

Title II of the JOBS Act has reversed rules on general solicitation and advertisement of a Rule 506 offering, as long as all ultimate purchasers are accredited investors. Within 90 days following enactment of the law, the Securities and Exchange Commission must revise Rule 506 to provide that Rule 502’s limitations on solicitation and advertisement do not apply to Rule 506 transactions involving accredited investors only. This makes the identification of accredited investors especially significant. Prior to the JOBS Act, purchasers have been allowed to self-certify that they qualify as accredited investors. In a departure from this long-approved practice, however, the JOBS Act provides that issuers are now required to take “reasonable steps” to ensure investors purchasing securities through a Rule 506 offering are “accredited investors.” It remains unclear what steps the SEC will require from issuers to verify that purchasers under Rule 506 are actually accredited investors. According to the 14 Law Firm Consensus Report released on April 5, 2012, the current version of Rule 506 will remain in effect until the SEC puts forward the new rules.

Read More at http://ppmlogix.com/blog.  This article was written by Michael T. Rave, Ronald H. Janis, Frank E. Lawatsch, Jr., David Swerdloff, Lane Watson, Veronica M. Gonzalez and Edward Bion Piepmeier.  Excerpt above from a newsletter mailing from PPMLogix, used by permission from Mr. Stapleton at PPM Logix.


Crowd funding for creative projects

There are some interesting items articles that are coming to my attention.  This one, from a client (Frank Neukomm) has a flavor for start-ups:

Startups Look to the Crowd (Yahoo! Finance)
By JENNA WORTHAM | New York Times – Mon, Apr 30, 2012 12:25 PM EDT

But here is one that I really think is interesting – project funding for creative projects.  Take a look at Kick Starter.  My sister, Jenni Rebecca Stephenson who is the Managing Director of the newly merged Fresh Arts and SpaceTaker organization, says that:

[The site] works best when it involves a product or takeaway.  The biggest challenge of Kickstarter versus some of the others it that you don’t get ANY of the money unless you can raise ALL of your goal.  That serves as motivation for some, but a barrier for others.

Space Taker has been hosting workshops with other crowd funding entities for two years!  Like Indiegogo.  Two years, my sister is way ahead of her time, and obviously more hip and happening then me (just doing SEC related work outs and helping our clients get funding by transaction structuring) – that was a little tongue and cheek, but really, Space Taker is way ahead of other arts organizations…

And then OTC Markets kicks in with their own information hub at http://otcmarkets.web11.hubspot.com/jobs-act.


© 2012 by Rhodes Holdings LLC, except where noted and credited.

 
 

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Securities in America, what’s changing

stock market

stock market (Photo credit: 401K)

Every since the Jump-start Our Businesses Start-ups, or JOBS Act, was signed into law this last week, there have been a number of items of interest coming out in the press.

Community Banks and Second Markets Holdings Inc.

The article just released today in the Houston Business Journal entitled, “A stock market for Houston, other community banks?” brought out some great points, but missed the biggest one – this is not a new issue.  The federal government enacted laws, and continues to enact laws and taxes, that severely hamper the transfer of shares, restricted or otherwise.

SecondMarkets.com provides a great service – Rhodes Holdings LLC and its parent are members of their service.  Recently they were in the news since many Facebook shares were traded over their service, or more properly, in their market.  We got involved with their market as they were liquidating many of the mortgage and bond packages caused by the 2007 – 2008 financial melt down.

Now that the JOBS Act will introduce a whole new set of investors to investing in start-ups with a plan and gumption enough to take advantage of the markets / PPM portals that will inevitably pop up, Second Markets stands out as a top end portal.

 

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The JOBS Act

"Dr. Coburn and Senator Obama look over t...

"Dr. Coburn and President Obama look over the Federal Funding Accountability and Transparency Act" (Photo credit: Wikipedia)

Summary

The Fulbright & Jaworski law Firm put out an excellent newsletter article “The JOBS Act and its Effect” by Gregg J. Berman and Donal Ainscow (linked here by permission).  This article really does a good job (no pun intended) in summarizing the bill, soon to be signed by Obama who promised to sign the bill into law on Thursday.

Intended consequences

One of the interesting consequences is that the bill requires that the individual soliciting to sell their securities “…must use broker or funding portal“.  So, in looking at the funding portals that would be out there right now, I have found:

  • PPM Logix – an example of a merchant website that sells access to its bookshelf of legal documents, but also allows individuals and companies who are members (paid to access the library) can list their PPM for other accredited investors.  Good idea, well their products are good but being a funding portal is a stretch – not enough qualified investors to make it worth your while.
  • Merger Network (website, LinkedIn Group) – this is a website and associated LinkedIn group that provides a great place to list businesses for sale, so solicitations are not a stretch.  With over 1,400 active members, the discussions and the businesses listed are a great source of deal flow.

And then there are the full time funding portals and portals to resell restricted securities in private sales:

Earlier in the year, these came up in a search for shares in the Facebook before they announced their upcoming IPO.  There had been a robust market for the Facebook shares due to their huge run-up in value.

 
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Posted by on April 3, 2012 in BLOG, Public markets

 

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