March 28, 2012

House Passes Senate-Amended JOBS Act: Next Up is President Signature

Yesterday, as noted in this Washington Post article, the House passed the version of the JOBS Act as amended by the Senate last week by a vote of 380 to 41. So the Senate’s version stands and the bill has gone to President Obama for signature. Meanwhile, we continue posting memos explaining the Act in our “JOBS Act” Practice Area – and we have two webcasts coming up dealing with this rewrite of the ’33 Act: “The Art of Regulation D and Private Placements” on April 24th – and “The New World of IPOs: Dissecting the JOBS Act” on May 2nd.

Dave & Marty on the JOBS Act

In this podcast, Dave Lynn and Marty Dunn discuss the JOBS Act including:

– The new category of “emerging growth company” and the IPO “on-ramp” available to these companies
– The repeal of the prohibition on general solicitation and general advertising in Rule 506 private placements
– Crowdfunding
– A new Regulation A-style offering exemption for offerings up to $50 million
– Changes to the Exchange Act registration/reporting thresholds

Supreme Court Rejects Open-Ended Tolling of Section 16(b) Claims

On Monday, the US Supreme Court limited the ability to bring Section 16 short-swing profit claims years after the alleged improper trading in Credit Suisse Securities (USA) v. Simmonds. On the issue of whether equitable tolling even applies to the two-year period for bringing claims under Section 16(b), the Court split 4-4 – Chief Justice Roberts did not participate in the decision. The Court thus left that issue for another day. Nevertheless, the eight voting Justices held unanimously that, assuming the two-year period can be extended, the tolling rules articulated by the Ninth and Second Circuits impermissibly deviated from ordinary equitable tolling principles.

Alan Dye and Peter Romeo will now be able to finish their 4th Edition of the “Romeo & Dye Section 16 Treatise” as this is the first SCOTUS opinion to deal with Section 16 in decades – and is an important decision. Order your hard copy of the Treatise now so you can get your hands on a copy as soon as it’s hot off the presses…

– Broc Romanek