December 12, 2012

Naval Ravikant: "How I Changed the Jobs Act"

Pretty interesting video featuring Naval Ravikant, co-maintainer of AngelList, describing his efforts to come to DC and change how the JOBS Act was put together. According to Naval, all it takes is calling in a hundred favors - and approach the task like a start-up. There was an online petition with 5000 signatories from the VC world that was used to influence Congress - "using technology as a weapon in this cause." Fascinating background. He does laugh about the misnomer "Jobs" Act, which was not his doing...

Here are two interesting items: - Gus Schmidt's "Did the JOBS Act unintentionally change the statutory private offering exemption?" - Reuter's "Investor advocates press SEC to finish "bad actor" rule"

Whole Lotta JOBS Act Activity...

With Led Zeppelin being in DC recently to be honored at the Kennedy Center, I have to throw in some reference. Anyways, here are recent JOBS Act items:

1. As noted in this Cooley news brief, two SEC commissioners, Luis Aguilar and Elisse Walter, have advocated that "more safeguards for investors should be considered before a rule lifting the ban on general advertising for private offerings is adopted. Here is Commissioner Walter's speech on the topic. Here is a Gibson Dunn blog about what Elisse's promotion might mean for the future of this rulemaking - and here's a summary of the comment letters from McGuireWoods.

2. This article claims that Chair Schapiro dragged her feet on the general solicitation rule so it wasn't adopted on her watch. But the reality is that the interim proposed rule did not meet the test the courts have prescribed for an interim final rule and would likely not have stood up in court. As is often the case in the bizarro world we live in, the people pushing for its quick adoption are the same people who have criticized the SEC for not doing enough cost-benefit analysis on rules viewed as being investor friendly.

3. Some IPOs appear to be avoiding the JOBS Act stigma as noted in this WSJ article entitled "Some Firms Shun Looser IPO Rules."

4. Check out this blog entitled "Crunching the numbers on EGC shells."

5. The Treasury Department has been participating in JOBS Act roundtables around the country - but there has been zero press about them as they are closed to journalists. Why the need for secrecy?

In this recent speech, SEC Commissioner Aguilar bemoans the recent finding that only 17% of Americans trust the market. This is a much bigger problem for Corporate American than they realize and ties into the numerous accounting scandals, pay-for-no-performance stories and other governance bombshells that occur on a daily basis. No buyers mean that sooner or later, stock prices start going down...

Our New "Voting Requirements & Results Disclosure Handbook"

Spanking brand new. Posted in our "Form 8-K" Practice Area, this comprehensive "Voting Requirements & Results Disclosure Handbook" provides a heap of practical guidance about how to navigate Items 6 & 21 of Schedule 14A and Item 5.07 of Form 8-K. This one is a real gem - 33 pages of practical guidance...

- Broc Romanek