The JOBS Act

On March 27, the U.S. House of Representatives approved the Jumpstart Our Business Startups Act (the JOBS Act). The Act had already passed the Senate and the President is expected to sign the Act shortly. The Act lifts the ban on “general solicitation and general advertising” for Rule 144A and certain Reg. D offerings, expands the Reg. A safe harbor limit from $5 million to $50 million and, in certain cases, raises the cap from 500 to 2,000 of the number of shareholders a company may have before it must register. The Act will also permit companies to raise up to $1 million in small amounts within any 12-month period without registering (“crowdfunding“). Finally, the Act creates the concept of an “emerging growth company” – generally companies with annual gross revenue of less than $1 billion – and relieves these companies from certain provisions of the Dodd-Frank Act and Sarbanes-Oxley Act. Most of the Act’s provisions, including the changes to Rule 144A and Reg. D, will become effective upon the effectiveness of rules to be adopted by the SEC.  Full text of the Act could be found here.