Impact of the JOBS Act on IR: Webinar by CCG with Neil Stewart of IR Magazine
Impact of the JOBS Act on IR: Game-Changing Legislation Fundamentally Changes IR’s Role in IPOs, Legitimizes Crowdfunding, Increases US Attractiveness as Listing Venue
Hosted by CCG Investor Relations
Moderated by IR Magazine’s Neil Stewart
Friday, April 27 9 a.m. Eastern
To participate in the webinar please dial the following numbers five minutes in advance of the program to allow for registration:
U.S. callers: +1 (866) 394-2209
International callers: +1 (706) 758-1481
Conference ID: 74276034
Or listen via webcast by clicking on this link listen via webcast by clicking on this link
The Jumpstart Our Business Startups Act (or JOBS Act), which was signed into law by President Barack Obama on April 5, 2012, has far-reaching implications for the US IPO market, ongoing disclosure obligations of emerging growth companies, when private companies must begin reporting as public companies, and the capital formation process for smaller companies. It is a game-changer for the IR profession as well.
“Because of this bill, start-ups and small businesses will now have access to a big, new pool of potential investors – namely the American people,” said Obama. “For the first time, ordinary Americans will be able to go online and invest in entrepreneurs they believe in.”
While we are still waiting on the implementing regulations from the SEC and FINRA, the JOBS Act will have wide-ranging implications for the US capital markets. Companies that meet the category of emerging growth companies, meaning companies with less than $1 billion of revenues, that have been publicly traded for less than five years, have a public float of less than $700 million and have not issued $1 billion in nonconvertible debt in the past three years will now benefit from a much lighter regulatory burden.
The more important provisions of the JOBS Act, include:
Emerging growth companies (EGCs) will be required to provide only 2 years of audited financials in their IPO filing, are exempt from the SOX Section 404 (b) internal controls audit requirement for up to five years, and are exempt from “say-on-pay” and Dodd Frank executive pay disclosures.
Investment banks will be allowed to publish research reports on EGCs before, during and after the IPO process.
An EGC may opt for confidential review by the SEC of its IPO registration statement, provided it files publicly not less than 21 days before the start of the roadshow;
An EGC or an authorized person may engage in “testing the waters” communications with institutional investors during the offering process.
The existing prohibition on general solicitation and advertising will no longer apply in private placements under Rule 506 and Rule 144 as long as sales are made only to accredited investors and QIBs.
Increases the number of shareholders a private company can have to 2,000 (or 500 unaccredited investors) before becoming publicly reporting.
Creates an exemption from SEC registration for “crowdfunding” offerings of under $1 million per year.
Creates a new “small offerings” exemption allowing up to $50 million per year to be raised (up from $5 million).
A panel of experts will discuss the impact of the JOBS Act on investor relations, legal disclosures, IPOs and the capital markets.
Speakers include: Crocker Coulson, President, CCG Investor Relations
Frank Dunlevy, Vice Chairman, Cowen & Company
Christopher C. Paci, Head of US Capital Markets and Partner, DLA Piper LLP (US)
About the Moderator
Neil Stewart, Editor-at-large
Neil Stewart is editor-at-large of IR magazine, a global business magazine covering corporate finance and related issues for investor relations professionals, CFOs, CEOs and other corporate executives.
Between 2000 and 2010, Neil was variously IR magazine’s London-based editor-in-chief; a contributing editor in Asia, Africa and Australia; and most recently executive editor based in New York. He first joined IR magazine as North American editor in 1996.
As editorial director of Cross Border, IR magazine’s parent company, Neil oversaw the research for the IR Magazine Awards in the US and Canada from 1998 to 2010. In 2002 he was editor-in-chief for the launch of Corporate Secretary, a monthly journal for corporate secretaries, general counsel and corporate governance officers.
Neil has chaired or spoken at more than 50 conferences, awards, think tank seminars and other events around the world during his 17 years as a business journalist.
Originally from Montreal, Neil has been featured on CNBC Europe, CNBC Asia, CNBC Australia, ROB-TV and TheStreet.comTV.
About the Speakers
Crocker Coulson, President
CCG Investor Relations
Crocker Coulson is responsible for the development of investor relations strategies for private and publicly held companies. As President of CCG Investor Relations, CCG Asia (China) and CCGK (Israel), he has been the primary driver of the firm's national and global expansion. He has designed and overseen investor relations campaigns for more than 60 public companies, including numerous IPOs, secondary offerings, acquisitions and proxy contests. Many of the campaigns he has overseen have won top industry awards.
Crocker is a frequent public speaker on subjects relating to investor relations strategy, initial public offerings, reverse mergers, investing in China, disclosure issues and corporate governance. He is regularly quoted in national and local publications on topics related to accounting issues and the capital markets.
Prior to joining CCG, Crocker served as a writer-researcher for The New Republic magazine in Washington, DC, and wrote for a number of leading publications, including the Los Angeles Times, the Pittsburgh Post-Gazette and ArtNews. He also produced five independent films, several of which were selected for the Cannes Film Festival and Sundance. Crocker graduated summa cum laude from Yale College, where he was Editor-in-Chief of the Yale Daily News. As a Fulbright Scholar, he studied philosophy at the Freie Universitat in Berlin.
Frank Dunlevy, Vice Chairman
Cowen & Company
Mr. Dunlevy is Vice Chairman of Cowen and Company Investment Banking, Chairman of Cowen Asia and a leader of the firm's China efforts.
Mr. Dunlevy joined Cowen in early 2004 from Thomas Weisel Partners where in 1998 he was one of four original Founding Partners. During his tenure at Thomas Weisel Partners, Mr. Dunlevy held various positions, including Co-Head of Investment Banking and Head of Equity Capital Markets and Vice Chairman, Private Equity & Asset Management. Prior to that (1990-1998), he was a Senior Managing Director at Montgomery Securities, where he co-led the Consumer Group and co-founded and led the Education, Information Technology, and Business Services Teams. From 1971 to 1989, Mr. Dunlevy was with the Investment Banking department of The First Boston Corporation (Credit Suisse First Boston) in New York, London and San Francisco.
From 1966-1968, Mr. Dunlevy served in the U.S. Army in Vietnam as a member of the 101st & 82nd Airborne Divisions. Mr. Dunlevy received a BS from Southern Methodist University in 1971, where he is currently a member of the Board of Trustees and serves as the Vice Chairman of the Finance & Athletic Committees of the Board and on the Executive Board of the S.M.U. Cox School of Business.
In 1999, he was honored as a "Distinguished Alumni" of the Cox School of Business. Mr. Dunlevy played a key role in the early public financings for such major companies as Charles Schwab, Infosys, Kohl's, Apollo Group, Magna International, Chipotle and Suntech.
Christopher C. Paci, Partner and Chair, Capital Markets Practice Group
DLA Piper LLP (US)
Chris Paci has substantial experience representing investment banks and US and foreign issuers in a broad range of capital markets transactions. These include registered offerings and private placements of equity, equity-linked, high-yield debt and investment-grade debt securities; and exchange offers, tender offers, and consent solicitations. He also has significant experience in merger and acquisition transactions and debt restructurings.
Mr. Paci has worked with companies in many industries, including aerospace/defense, consumer/retail, healthcare/life sciences, manufacturing, mining and natural resources, technology and telecommunications, often in connection with leveraged acquisitions or recapitalizations. The transactions in which he has been engaged have involved issuers in Europe, Latin America and Asia, as well as in the United States and Canada.
Mr. Paci regularly advises company clients regarding SEC reporting and disclosure requirements and corporate governance matters.
Mr. Paci speaks regularly on securities law topics at the Practising Law Institute, Knowledge Congress and other venues. He has been named a New York Super Lawyer.
Before joining DLA Piper, Mr. Paci was a partner in the corporate finance group at King & Spalding LLP and, prior to that, the capital markets group of Shearman & Sterling LLP in New York.