Crowdfunding And JOBS Act News Roundup – May 17, 2013

by Stinson Leonard Street - Dodd-Frank and the Jobs Act

This week the SEC appointed Keith F. Higgins as Director of the Division of Corporation Finance.  We don’t know him personally but have seen him speak at conferences and observed his leadership of the ABA’s Federal Regulation of Securities Committee.  We think he is an energetic and practical securities lawyer that will give the JOBS Act the attention it needs.

Mr. Higgins was a member of an ABA drafting committee which submitted preliminary comments on the JOBS Act to the SEC.  We think many would agree with the direction taken, but they were the committee’s views, and not his.

The SEC’s Lona Nallengara and  Shelley E. Parratt spoke at a securities law conference on May 2, 2013.  According to reports they noted the SEC has established independent teams to work through each anticipated or proposed JOBS Act  rulemaking, but they did not provide any firm timetable for when any such rulemakings would be released.

When asked by the Wall Street Journal on the timing of JOBS Act rules, the agency declined to comment on timing, referring to testimony “this past week” from new SEC Chairman Mary Jo White, who said completing the JOBS Act rule-making is a “top” priority.

We’re not sure of what testimony “this past week” the SEC or the Wall Street Journal was referring to.  However, this week in  testimony to the U.S. House of Representatives Committee on Financial Services this week, Ms. White stated  “I believe that the SEC must complete, in as timely and smart a way as possible, the rulemaking mandates contained in both the Dodd-Frank Act and JOBS Act.”  However, some press reports infer that during her testimony she indicated her “No. 1 priority” is more investment adviser examinations.

As an aside, how long can it take for a government agency to adopt a rule?  We don’t know, but the IRS was authorized to implement IRC Section 336(e) in 1986, which permits an election to treat certain stock transfers as a deemed asset sale, akin to a 338(h)(10) election.  The IRS issued final 336(e) regulations last week.

The same Wall Street Journal article referenced above discusses how hedge funds are aggressively preparing marketing campaigns to be ready once the ban on general solicitication is lifted.  One hedge fund manager brags that he has already taken out ads in business magazines and discusses the redesign of his web site, which is certainly interesting.

The MoFo Jumpstarter blog notes some legislative developments:

  • The House has passed a bill imposing a deadline on the SEC to enact the “Regulation A+” provisions of the JOBS Act.
  • A bill has been introduced to amend the Securities Exchange Act of 1934, to make the shareholder threshold for registration of savings and loan holding companies the same as for bank holding companies.

This article notes “Equity crowdfunding as it emerged from the JOBS Act is the new ‘bridge to nowhere.’  It puts big deal procedures and liability on small deals. The expense of complying with crowdfunding, combined with the low issuer maximum that can be raised ($1 million over a trailing 12 month period) will be prohibitive for most issuers.. . . And it won’t create jobs except for plaintiff’s lawyers.”  Most of that has been said before, but we like some of the thoughts, and the ultimate utility remains to be seen.

Check frequently for updated information on the JOBS Act, the Dodd-Frank Act and other important securities law matters.

DISCLAIMER: Because of the generality of this update, the information provided herein may not be applicable in all situations and should not be acted upon without specific legal advice based on particular situations.

© Stinson Leonard Street - Dodd-Frank and the Jobs Act | Attorney Advertising

Written by:

Stinson Leonard Street - Dodd-Frank and the Jobs Act

Stinson Leonard Street - Dodd-Frank and the Jobs Act on:

Readers' Choice 2017
Reporters on Deadline

"My best business intelligence, in one easy email…"

Your first step to building a free, personalized, morning email brief covering pertinent authors and topics on JD Supra:
Sign up using*

Already signed up? Log in here

*By using the service, you signify your acceptance of JD Supra's Privacy Policy.
Custom Email Digest
Privacy Policy (Updated: October 8, 2015):

JD Supra provides users with access to its legal industry publishing services (the "Service") through its website (the "Website") as well as through other sources. Our policies with regard to data collection and use of personal information of users of the Service, regardless of the manner in which users access the Service, and visitors to the Website are set forth in this statement ("Policy"). By using the Service, you signify your acceptance of this Policy.

Information Collection and Use by JD Supra

JD Supra collects users' names, companies, titles, e-mail address and industry. JD Supra also tracks the pages that users visit, logs IP addresses and aggregates non-personally identifiable user data and browser type. This data is gathered using cookies and other technologies.

The information and data collected is used to authenticate users and to send notifications relating to the Service, including email alerts to which users have subscribed; to manage the Service and Website, to improve the Service and to customize the user's experience. This information is also provided to the authors of the content to give them insight into their readership and help them to improve their content, so that it is most useful for our users.

JD Supra does not sell, rent or otherwise provide your details to third parties, other than to the authors of the content on JD Supra.

If you prefer not to enable cookies, you may change your browser settings to disable cookies; however, please note that rejecting cookies while visiting the Website may result in certain parts of the Website not operating correctly or as efficiently as if cookies were allowed.

Email Choice/Opt-out

Users who opt in to receive emails may choose to no longer receive e-mail updates and newsletters by selecting the "opt-out of future email" option in the email they receive from JD Supra or in their JD Supra account management screen.


JD Supra takes reasonable precautions to insure that user information is kept private. We restrict access to user information to those individuals who reasonably need access to perform their job functions, such as our third party email service, customer service personnel and technical staff. However, please note that no method of transmitting or storing data is completely secure and we cannot guarantee the security of user information. Unauthorized entry or use, hardware or software failure, and other factors may compromise the security of user information at any time.

If you have reason to believe that your interaction with us is no longer secure, you must immediately notify us of the problem by contacting us at In the unlikely event that we believe that the security of your user information in our possession or control may have been compromised, we may seek to notify you of that development and, if so, will endeavor to do so as promptly as practicable under the circumstances.

Sharing and Disclosure of Information JD Supra Collects

Except as otherwise described in this privacy statement, JD Supra will not disclose personal information to any third party unless we believe that disclosure is necessary to: (1) comply with applicable laws; (2) respond to governmental inquiries or requests; (3) comply with valid legal process; (4) protect the rights, privacy, safety or property of JD Supra, users of the Service, Website visitors or the public; (5) permit us to pursue available remedies or limit the damages that we may sustain; and (6) enforce our Terms & Conditions of Use.

In the event there is a change in the corporate structure of JD Supra such as, but not limited to, merger, consolidation, sale, liquidation or transfer of substantial assets, JD Supra may, in its sole discretion, transfer, sell or assign information collected on and through the Service to one or more affiliated or unaffiliated third parties.

Links to Other Websites

This Website and the Service may contain links to other websites. The operator of such other websites may collect information about you, including through cookies or other technologies. If you are using the Service through the Website and link to another site, you will leave the Website and this Policy will not apply to your use of and activity on those other sites. We encourage you to read the legal notices posted on those sites, including their privacy policies. We shall have no responsibility or liability for your visitation to, and the data collection and use practices of, such other sites. This Policy applies solely to the information collected in connection with your use of this Website and does not apply to any practices conducted offline or in connection with any other websites.

Changes in Our Privacy Policy

We reserve the right to change this Policy at any time. Please refer to the date at the top of this page to determine when this Policy was last revised. Any changes to our privacy policy will become effective upon posting of the revised policy on the Website. By continuing to use the Service or Website following such changes, you will be deemed to have agreed to such changes. If you do not agree with the terms of this Policy, as it may be amended from time to time, in whole or part, please do not continue using the Service or the Website.

Contacting JD Supra

If you have any questions about this privacy statement, the practices of this site, your dealings with this Web site, or if you would like to change any of the information you have provided to us, please contact us at:

- hide
*With LinkedIn, you don't need to create a separate login to manage your free JD Supra account, and we can make suggestions based on your needs and interests. We will not post anything on LinkedIn in your name. Or, sign up using your email address.