On April 11, 2012, the Staff of the SEC’s Division of Corporation Finance issued guidance in the form of Frequently Asked Questions on the implementation of Titles V and VI of the Jumpstart Our Business Startups Act (“JOBS Act”), which amended Sections 12(g) and 15(d) of the Securities Exchange Act of 1934, as amended (“Exchange Act”). The SEC Staff guidance specifically addressed questions relating to how these amendments affect the requirement of issuers, including bank holding companies (“BHCs”), to register a class of equity securities under Section 12(g) and the ability of BHCs to deregister a class of equity securities under Section 12(g) or to suspend a reporting obligation under Section 15(d).

Background

Prior to the recent amendments, Section 12(g) had required issuers to register a class of equity securities with the SEC if, on the last day of the issuer’s fiscal year, such class of securities was held of record by 500 or more record holders and the issuer had total assets of more than $10 million. After an issuer had registered under Section 12(g), all of the reporting requirements under the Exchange Act would apply, and the issuer would thus be required to file annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and proxy statements on Schedule 14A, and certain persons would be required to report transactions on Forms 3, 4, and 5 and Schedules 13D and 13G. Furthermore, an issuer could deregister a class of equity securities under Section 12(g) when such class of equity securities was held of record by less than 300 persons, or by less than 500 persons and the total assets of the issuer had not exceeded $10 million on the last day of each of the issuer’s three most recent fiscal years.