Civil & Criminal FORENSIC PSYCHIATRY
Gerald S. Stein, M.D. 645 CR 235, Eureka Springs, AR 72632
Cell: 479-244-6582 FAX: 970-987-5100 e-mail: jerrysteinmd@gmail.com See CV: www.geraldsteinmd.com
to the registration statement. The amended registration statement is immediately available for investor scrutiny and the comment response letter is made publicly available after the IPO. Under the new regime, an Emerging Growth Company may submit its draft registration statement to the SEC for review and complete the review and comment process before publicly filing the registration statement; provided, however, the issuer must publicly file its initial registration statement and all amendments at least 21 days prior to the date of the pre-offering road show.
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The Arkansas Lawyer
www.arkbar.com
Endnotes: 1. Pub. L. No. 112-106, 126 Stat. 306 (2012). 2. 17 C.F.R. § 230.506 (2012). 3. Id. § 230.144a. 4. The term “qualified institutional buyer” is defined by 17 C.F.R. § 230.144a to include certain institutional buyers with assets of at least $100 million invested in unaffiliated issuers. 5. 17 C.F.R. § 230.501(a) provides multiple categories of objective criteria for determining if a person is an “accredited investor.”
6. A “funding portal” is defined as any person acting as an intermediary in a crowdfunding transaction that does not (1) offer investment advice or recommendations; (2) solicit purchases, sales, or offers to buy the securities offered or displayed on its website or portal; (3) compensate employees, agents, or other persons for such solicitation or based on the sale of securities displayed or referenced on its website or portal; (4) hold, manage, possess, or otherwise handle investor funds or securities; or (5) engage in such other activities the SEC, by rule, determines. The JOBS Act contemplates the adoption of a new regulatory scheme applicable to the “funding portals” that host crowdfunding offerings. It also relieves funding portals from traditional broker-dealer registration. 7. 15 U.S.C. § 78l(b) (2006). 8. Id. § 78l(g); 17 C.F.R. § 240.12g-1 (2012). 9. For bank holding companies, the 500 non-accredited investor record holder threshold does not apply. 10. Only issuers whose IPO was effective on or after December 8, 2011, may qualify as Emerging Growth Companies. n