The JOBS Act and the Capital Raising Process (Implementation Begins)

Some provisions of the JOBS Act require Commission rulemaking before implementation can occur.  Some, however, do not.  The Commission has already announced that the system of "secret" review of draft registration statements will begin. 

Pursuant to the Jumpstart Our Business Startups Act, an Emerging Growth Company (as defined in the Act) whose common equity securities have not been previously sold pursuant to an effective registration statement under the Securities Act of 1933 may confidentially submit to the Commission a draft registration statement for confidential nonpublic review. Until we fully implement a system that provides for electronic transmission and receipt of confidential submissions, we ask that you submit draft registration statements in a text searchable PDF file on a CD/DVD. Alternatively, you may submit them in paper, and if you do, we ask that you not staple or bind them. Please include a transmittal letter in which the company confirms its Emerging Growth Company status.

This is not the only example of non-public review of filings that do not appear electronically on EDGAR.  See Exchange Act Release No. 45922 (May 14, 2002) ("The Division of Corporation Finance ("Division") currently permits first-time foreign registrants, upon request, to submit paper drafts of their initial Securities Act or Exchange Act registration statements for staff review on a non-public basis.").   

J Robert Brown Jr.