The
SEC’s Division of Corporation Finance on May 3, 2012 issued FAQs 18-41 for companies planning
to use Title I of the Jumpstart Our Business Startups (JOBS) Act. The JOBS Act became
law April 5, 2012. JOBS Act Title I contains scaled disclosure obligations for emerging
growth companies. Some highlights from these new FAQs include:
·
FAQ
19 — An ABS issuer would not qualify as an emerging growth company.
·
FAQ
20 — An investment company registered under the Investment Company Act does not
qualify as an emerging growth company.
·
FAQ
21 — Business Development Companies (BDCs) may qualify as emerging growth
companies. BDCs fit within the context of the JOBS Act since these companies
invest in startup and emerging growth companies, and already must comply with
disclosure requirements from which JOBS Act Title I provides exemptions.
·
FAQ
24 — An issuer that becomes the successor to its predecessor’s Exchange Act
registration and reporting obligations under Exchange Act Rules 12g-3 and 15d-5
does not qualify as an emerging growth company if the predecessor’s first sale
of common equity securities under an effective registration statement occurred
on or before December 8, 2011.
·
FAQ
25 — SEC staff comment letters and issuer replies pertaining to an emerging
growth company’s confidential draft submissions will be publicly released on
EDGAR no earlier than 20 business days after its registration becomes
effective. Due to the submission procedure for confidential draft submissions,
the staff will require emerging growth companies to resubmit their comment
letter replies to staff comments on confidential draft submissions as document
type “CORRESP” when they first file their registration statements on EDGAR.
·
FAQ
28 — Emerging growth companies must comply with XBRL requirements.
·
FAQ
32 — An emerging growth company that has conducted its first sale of common
equity securities under an effective registration statement, and has lost its
emerging growth company status under the JOBS Act disqualification provisions, may not
later regain emerging growth company status.
Corp Fin published FAQs1-17 on April 16, 2012. The full set of JOBS Act Title I FAQs can be found
here.