Thursday, April 12, 2012

Corp Fin Issues FAQ on JOBS Act Impact on Exchange Act Registration and Reporting

The SEC’s Division of Corporation Finance has published frequently asked questions stating how the division expects to apply certain provisions within Titles V and VI of the Jumpstart Our Business Startups (JOBS) Act, which became law April 5, 2012. The FAQs address how Exchange Act Sections 12(g)(1)(A) and (B) affect non-BHC issuers’ and BHCs’ obligations to register a class of equity security under Section 12(g) where the registration obligation was triggered as of a fiscal year-end prior to, or on or before, April 5, 2012. In this context, the FAQs detail when a Section 12(g) registration may be withdrawn, deregistered, terminated, or is no longer required.

The FAQs explain BHCs’ suspension of Exchange Act Section 15(d) reporting obligations. Also, the FAQs state that as of April 5, 2012, issuers (BHCs included) may exclude from the holder of record calculation for purposes of Exchange Act Sections 12(g)(1) and (5) those persons who received securities through an employee compensation plan (including former employees) in Securities Act-exempt transactions.