Arkansas Lawyer Winter 2013

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Refer to Law Offices of Gary Green, P.A. We Share the Work We Pay the Costs We Pay 1/3 Associate Counsel Fees In Compliance With Rule 1.5(e) of the Arkansas Model Rules of Professional Conduct

Personal Injury Product Liability Medical Negligence Nursing Home Cases 1001 La Harpe Blvd., Little Rock, AR 72201 501-224-7400 1-888-4GARY GREEN (442-7947) www.gGreen.com ggreen@gGreen.com offering statement. Any issuer relying on Regulation A+ will be required to file annual audited financial statements with the SEC. Additionally, the SEC is permitted to establish such additional periodic reporting requirements as it deems appropriate. • The SEC is authorized to promulgate such other terms and conditions that it deems appropriate, including the form of offering document to be used in connection with a Regulation A+ offering and disqualification provisions that would prohibit certain “bad actors” from engaging in a Regulation A+ offering. Covered Securities. Securities offered under Regulation A+ will •

qualify as “covered securities” exempt from state regulation if they are either (i) traded on a national securities exchange or (ii) sold only to “qualified purchasers” (a term reserved for SEC definition). For purposes of federal preemption, the term “qualified purchaser” has remained undefined by the SEC since 1996 and the JOBS Act does not require the SEC to promulgate a rule defining the term. Until a definition is advanced by the SEC, a Regulation A+ offering will effectively be limited to offerings where the issuer intends to list its securities on a national securities exchange (unless the issuer intends to comply with a myriad of state securities registration requirements), which listing will require the issuer to register under and comply with all of the reporting obligations of the Exchange Act.

Emerging Growth Companies The JOBS Act creates a new category of issuer for companies with annual revenues of less than $1 billion—the Emerging Growth Company.10 A company that qualifies as an Emerging Growth Company can conduct an IPO and take advantage of certain scaled disclosure obligations in its initial registration statement as well as its subsequent reports filed under the Exchange Act. Subject to certain limited exceptions, an Emerging Growth Company will retain its status as such and will be able to apprise itself of the scaled disclosure obligations until the earlier of its attainment of $1 billion in annual revenues or five years following its IPO. In addition to the eased restrictions applicable to Emerging Growth Companies, issuers with a public equity float of less than $75 million, referred to as Smaller Reporting Companies (a term defined by SEC Rule), are already subject to and will continue to be subject to the regime of scaled disclosure obligations for Smaller Reporting Companies.

Business Valuation Forensic Accounting Economic Loss Divorce Accounting, Tracing, Appraisal Commercial Damages, Agricultural Damages Accredited Senior Appraisers Court-Appointed Expert Testimony Fair Pricing Steven F. Schroeder JD, MCBA, ASA SFS@Busval.com

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The Arkansas Lawyer

www.arkbar.com

Schwartz & Associates LLC 11510 Fairview Road, Suite 100 Little Rock, AR 72212-2445 501-221-9900 / 501-221-9292 fax

Dick Schwartz CPA, ASA, MCBA, Our Founder


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