July 29, 2014

Is the JOBS Act’s IPO On-Ramp Working?

As we rapidly approach the August doldrums for capital markets activity, the good news is that 2014 has been a very strong year for the IPO market.  As noted in this Morrison & Foerster blog by Nilene Evans, we experienced the hottest IPO market in 14 years during the first half of 2014, with 133 IPOs priced, raising more than $30 billion in proceeds.  Whether or not the JOBS Act’s IPO On-Ramp for emerging growth companies has had anything to do with the success of the IPO market this year is hard to say, but it certainly is the case that IPO issuers are whole-heartedly embracing the On-Ramp’s confidential draft registration statement review process, with more than 85% of IPOs this year utilizing the SEC’s confidential submission process. Further, of the IPOs that priced in the second quarter of 2014, nearly 60% priced within or above the stated price range, and some have suggested that test-the-waters meetings for emerging growth company IPOs are providing useful information regarding pricing, which contributes to the phenomenon of more deals pricing within the filing range than was the case before the JOBS Act came along.  Let’s hope the second half of 2014 is as strong as the first.

FINRA Clarifies Filing Requirements under Rule 2210 for Certain Research Reports and FWPs

Earlier this month, FINRA issued Regulatory Notice 14-30, announcing that the SEC has approved amendments to FINRA Rule 2210 (Communications with the Public) that: (i) exclude from Rule 2210’s filing requirements research reports concerning only securities listed on a national securities exchange and (ii) clarify that free writing prospectuses that are exempt from filing with the SEC are not subject to Rule 2210’s filing or content standards, while the filing and content requirements of Rule 2210 do apply to free writing prospectuses required to be filed with the SEC pursuant to Securities Act Rule 433(d)(1)(ii). These amendments were effective immediately.

More on “The Mentor Blog”

We continue to post new items daily on our blog – The Mentor Blog – for members. Members can sign up to get that blog pushed out to them via email whenever there is a new entry by simply inputting their email address on the left side of that blog. Here are some of the latest entries:

– Earnings Calls as Intellectual Property

– PCAOB Board Members: Concerns of Issuers & Audit Committees

– U.S. Brings Criminal Charges for False Sarbanes-Oxley Certifications

– Everything Securities Law Related About Bitcoin (But You Were…)

– The Big 4′s Spurious Independence in One Chart

– Dave Lynn