Dodd-Frank News Center

Senators reintroduce Jumpstart GSE Reform Act

This story appeared in Bank Digest.

Senate Banking Committee members Bob Corker (R-Tenn), Mark Warner (D-Va), David Vitter (R-La), and Elizabeth Warren (D-Mass) have reintroduced the Jumpstart GSE Reform Act (S. 2038), which is intended to spur substantive and structural housing finance reform, according to Corker's press release. The bill would prohibit any increase in the guarantee fee--which is required to be charged by government-sponsored enterprises Fannie Mae and Freddie Mac--from offsetting other government spending, while also prohibiting the sale of Treasury-owned senior preferred shares in the GSEs without congressional approval and structural housing finance reform.

House Leader Urges SEC to Quickly Implement JOBS Act Provision Ending Reg. D Ban on General Solicitation

By James Hamilton, J.D., LL.M., Principal Analyst, CCH Federal Securities Law Reporter and Author of Jim Hamilton's World of Securities Regulation.

Rep. Scott Garrett (R-NJ), Chairman of the Financial Services Subcommittee on Capital Markets and Government-Sponsored Enterprises, said he was dismayed to learn that the SEC, after missing its initial 60 day requirement for the implementation of the JOBS Act elimination of the ban on general solicitation in Regulation D had again delayed implementation by proposing regulations after the staff had proposed moving forward with an interim final rule. This type of delay on what is a very simple and straightforward requirement from Congress is completely unacceptable, he emphasized in an opening statement at a joint Capital Markets Subcommittee and the Subcommittee on TARP, Financial Services Bailouts of Public and Private Programs hearing on the implementation of the JOBS Act:

SEC Chair Schapiro Responds to House Oversight Chair Issa’s Questions on Reforming IPO Regulatory Regime

By James Hamilton, J.D., LL.M., Principal Analyst, CCH Federal Securities Law Reporter and Author of Jim Hamilton's World of Securities Regulation.

Against the backdrop of emerging growth companies created by the JOBS Act, SEC Chair Mary Schapiro provided a detailed response to letters from House Oversight Committee Chair Darrell Issa (R-CA) on reform of the IPO regulatory regime. The SEC staff is reviewing the communications rules applicable to all registered offerings, said the SEC Chair, who asked the staff to consider using a concept release to gain insight about further reform from companies, investors and other market participants. At the same time, the SEC is monitoring the impact of the JOBS Act which, in her view, is destined to make significant changes to the way IPOs are conducted, and the permissible communications in both IPOs and registered offerings. Although Chairman Issa asked some questions about the Facebook IPO, Chairman Schapiro said that she could not address questions about a specific registrant or transaction.

New White Paper from Wolters Kluwer Reviews Recent JOBS Act Implementation

Wolters Kluwer Law & Business Principal Analyst, James Hamilton, J.D., LL.M., has authored a Special Report entitled, “Guidance and Comments Inform JOBS Act Implementation,” which reviews recently issued SEC staff guidance on many aspects of the Act as well as discusses comments from within the industry such as from SIFMA (the Securities Industry and Financial Markets Association).  This Special Report will keep you abreast of the latest developments in this critical legislation as it helps facilitate capital raising and public company creation.

SEC Issues Additional JOBS Act Guidance

By James Hamilton, J.D., LL.M., Principal Analyst, CCH Federal Securities Law Reporter and Author of Jim Hamilton's World of Securities Regulation.

The latest JOBS Act guidance comes from the SEC’s Division of Trading and Markets and the Division of Investment Management. On May 7, 2012, Trading and Markets issued FAQs on crowdfunding intermediaries. The SEC has already warned issuers that crowdfunding is unlawful until the Commission adopts the required implementing rules. Trading and Market’s FAQs anticipate the eventual start of crowdfunding. Highlights include:

SEC Corp Finance Issues Additional Guidance on JOBS Act Title I

By James Hamilton, J.D., LL.M., Principal Analyst, CCH Federal Securities Law Reporter and Author of Jim Hamilton's World of Securities Regulation.

The SEC’s Division of Corporation Finance on May 3, 2012 issued FAQs 18-41 for companies planning to use Title I of the Jumpstart Our Business Startups (JOBS) Act. The JOBS Act became law April 5, 2012. JOBS Act Title I contains scaled disclosure obligations for emerging growth companies. Some highlights from these new FAQs include:

SEC Chair Tells House Panel that SEC Rulemaking Teams Working on Complex JOBS Act Implementing Regulations

By James Hamilton, J.D., LL.M., Principal Analyst, CCH Federal Securities Law Reporter and Author of Jim Hamilton's World of Securities Regulation.

SEC rulemaking teams have been working on the proposed regulations to implement the Jumpstart Our Business Startups Act (JOBS Act), enacted on April 5, 2012, which makes significant changes to the federal securities laws, SEC Chair Mary Schapiro told the House Financial Services Committee. The teams include staff from across the SEC, including economists from the Division of Risk, Strategy and Financial Innovation. These teams are beginning to prepare proposed rules with economic analyses to recommend to the Commission to implement the various provisions of the JOBS Act. Some of the JOBS Act’s provisions became effective immediately upon enactment, while others require extensive Commission rulemaking, in some cases under what Chairman Schapiro described as very tight deadlines.

SEC Warns Issuers on Premature Use of Crowdfunding Exemption

By James Hamilton, J.D., LL.M., Principal Analyst, CCH Federal Securities Law Reporter and Author of Jim Hamilton's World of Securities Regulation.

The SEC has issued a notice reminding issuers that the crowdfunding exemption created under the recently enacted Jumpstart Our Business Startups (JOBS) Act is unavailable to them until the Commission adopts implementing rules. Said the SEC: “The Act requires the Commission to adopt rules to implement a new exemption that will allow crowdfunding. Until then, we are reminding issuers that any offers or sales of securities purporting to rely on the crowdfunding exemption would be unlawful under the federal securities laws.” The JOBS Act was enacted on April 5, 2012.