SEC Issues Additional FAQs on JOBS Act

The SEC today issued additional Jumpstart Our Business Startups Act (JOBS Act) frequently asked questions (FAQs 18-41).  These FAQs address questions relating to emerging growth company status,  treatment of comment letters on confidential submissions of draft registration statements and issuer responses to such comment letters, financial accounting standards and restatement of financial statements, foreign private issuers’ compliance with the JOBS Act, and disclosures required in registration statements and periodic reports filed by emerging growth companies.  The new FAQs represent helpful additional guidance for emerging growth companies considering whether to take advantage of “IPO on Ramp” provisions of the JOBS Act.


SEC Issued Guidance on MD&A and Accounting Policy Disclosures of Smaller Financial Institutions

On April 20, 2012, the SEC issued CF Disclosure Guidance: Topic No. 5, providing examples of comments it may issue to smaller financial institutions on Management’s Discussion and Analysis and accounting policy disclosures related to asset quality and loan accounting issues (for example, allowance for loan losses, charge-off and nonaccrual policies, commercial real estate loans, loans measured for impairment based on collateral value, credit risk concentrations, troubled debt restructurings and modifications, and other real estate owned).  In addition, the SEC provided examples of comments that may be issued to companies that acquired material assets in FDIC – Assisted Transactions.  This guidance is very timely for the current 10-Q season.

SEC Starts Posting Its Orders Revoking Exchange Act Registration and Stop Orders on EDGAR

Today, the SEC will begin to republish through the EDGAR system its orders revoking a company’s Exchange Act registration pursuant to Exchange Act Section 12(j) and SEC stop orders pursuant to Securities Act Section 8.  Currently, these orders are posted on the SEC web site, but they are not part of the EDGAR database.  The SEC will begin republishing most recently issued orders first going back to orders issued in 2004, and it will be publishing new orders as they are issued. The order revoking Exchange Act registration will appear as the document type “REVOKED,” and stop orders will appear as the document type “STOP ORDER,” in the company’s filing history. In addition, when the SEC republishes its order revoking Exchange Act registration on EDGAR, it will modify the company information at the top of a company’s EDGAR search results to include the phrase “This company’s Exchange Act registration has been revoked.”  As a result of this change, information about the status of the company’s Exchange Act registration or existence of stop orders suspending the effectiveness of a registration statement will be much more transparent and easier to search.