JOBS法案.docx

Jumpstart Our Business Startups Act From Wikipedia, the free encyclopediaThe Jumpstart Our Business Startups Act or JOBS Act, is a law intended to encourage funding of United States small businesses by easing various securities regulations. It passed with bipartisan support, and was signed into law by the President of the United States on April 5, 2012.Contents 1 Legislative history 2 Provisions of bill 3 Reception o 3.1 Support o 3.2 Criticism 4 References Legislative historyPresident Obama unveiled the Startup America Initiative on January 31, 2011, which over the course of a year came to recommend different reforms aimed at increasing small businesses ability to raise capital.12 The resulting bill passed the United States House of Representatives (H.R. 3606) on March 8, 2012.3 The U.S. Senate began consideration of the bill on Tuesday, March 20, 20124 and passed an amended version on March 22, that went back to the House for another vote.5 The amendment made by the Senate altered the crowd funding exception to require intermediaries in a crowd funding offering to be registered with the SEC.6 President Obama expressed readiness to sign the JOBS Act when passed by both chambers.7Provisions of billThe legislation would, among many other things, extend the amount of time that certain new public companies have to begin compliance with certain requirements, including certain requirements that originated with the SarbanesOxley Act, from two years to five years.89The primary provisions of the House bill as amended would: increase the number of shareholders a company may have before being required to register its common stock with the SEC and become a publicly reporting company. Currently, these requirements are generally triggered when a companys assets reach $10 million and it has 500 shareholders of record.1011 The House bill would alter this so that the threshold is reached only if the company has 500 unaccredited shareholders, or 2,000 total shareholders, including both accredited and unaccredited shareholders.812 However, under current interpretations, when shares are held in street name (i.e., registered in the name of the broker), only the broker counts as the shareholder of record. Since a given broker may hold shares on behalf of many individuals and yet still count as only one shareholder, it is already possible and common for a company to have thousands of shareholders in reality but still not be required to register with the SEC.13 To provide a new exemption from the requirement to register public offerings with the SEC, for certain types of small offerings, subject to several conditions. This exemption would allow use of the internet funding portals registered with the government, the use of which in private placements is currently extremely limited by current law. One of the conditions of this exemption is a yearly aggregate limit on the amount each person may invest in offerings of this type, tiered by the persons net worth or yearly income. The limit ranges from 2% of people earning (or worth) up to $40,000, up to a cap of $10,000 for people earning (or worth) $100,000 or more. This exemption is intended to allow a form of crowd funding).14 While there are already many types of exemptions, most exempt offerings, especially those conducted using the internet, currently are offered only to accredited investors, or limit the number of non-accredited investors who are allowed to participate, due to the legal restrictions place on private placements of securities. To relieve certain kinds of companies, which the bill calls emerging growth companies, from certain regulatory and disclosure requirements in the registration statement they originally file when they go public, and for a period of five years after that. The most significant relief provided is from obligations imposed by Section 404 of the Sarbanes-Oxley Act and related rules and regulations. Currently, new public companies have a two year phase-in, so this bill would extend that by an additional three years. Also, smaller public companies are also already entitled to special relief from these requirements, and the bill does not change that.14 To lift the current ban on general solicitation and advertising in specific kinds of private placements of securities.14 To raise the limit for securities offerings exempted under Rule 505 of Regulation D from $5 million to $50 million, thereby allowing for larger fundraising efforts under this simplified regulation.14 To raise the number of permitted shareholders in community banks from 500 to 2,000.14 ReceptionSupportThe JOBS Act had bipartisan support in Congress.715 It was supported by many in the technology and startup communities, including Google,16 Steve Case (founder of AOL), Mitch Kapor (founder of Lotus), Jim Newton (founder of TechShop), and many other investors and entrepreneurs. It is also supported by the National Venture Capital Association, which described the bill as modernizing regulations that were put in place almost 100 years before, by among other things facilitating use of online services to make investments in small companies. The crowdfunding provisions, which allow companies to sell securities through open platforms, were often likened to the Kickstarter online model for funding artists and designers.1718CriticismThe bill was opposed by some securities regulators and consumer and investor advocates, including the AARP, the Consumer Federation of America, the Council of Institutional Investors, and others.19 Among the complaints were that the loosening of investment protections would expose small and inexperienced investors to fraud. The Consumer Federation of America characterized an earlier version of the legislation as the dangerous and discredited notion that the way to create jobs is to weaken regulatory protections.20 Criminologist William K. Black had said the bill would lead to a regulatory race to the bottom and said it was lobbied by Wall Street to weaken the SarbanesOxley Act.21 It is also opposed by labor unions, including the AFL-CIO,22 the AFSCME,19 and the National Education Association.19Criticisms were levied against the House version of the bill as gutting regulations designed to safeguard investors,23 legalizing boiler room operations,24 relieving businesses that are preparing to go public from some of the most important auditing regulations that Congress passed after the Enron debacle,25 and a terrible package of bills that would undo essential investor protections, reduce market transparency and distort the efficient allocation of capital.26References1. Startup America. /economy/business/startup-america. Retrieved 2012-04-05. 2. On One-Year Anniversary of Startup America Initiative President Obama Sends Startup America Legislative Agenda to Congress. /the-press-office/2012/01/31/one-year-anniversary-startup-america-initiative-president-obama-sends-st. Retrieved 2012-04-05. 3. U.S. House Journal, 112th Cong, 2nd sess, Mar. 8, 2012. /fdsys/pkg/CREC-2012-03-08/pdf/CREC-2012-03-08-house.pdf. 4. Congressional Record, Senate proceedings, 112th congress, 2nd session, Mar. 20, 2012. /fdsys/pkg/CREC-2012-03-20/pdf/CREC-2012-03-20-senate.pdf.+2012.+pp.S1817 et seq. 5. Mascaro, Lisa (2012-03-22). JOBS Act clears Senate, back to House for final passage. Miami Herald. /2012/03/22/2708644/jobs-act-clears-senate-back-to.html. Retrieved 2012-03-22. 6. Congressional Record,112th Cong.,2d session, Mar. 19, 2012. GPO. pp.S1806. /fdsys/pkg/CREC-2012-03-19/pdf/CREC-2012-03-19-pt1-PgS1794.pdf. 7. a b Small Biz Jobs Act Is a Bipartisan Bridge Too Far. Bloomberg. March 18, 2012. /news/2012-03-18/small-biz-jobs-act-is-a-bipartisan-bridge-too-far-view.html. 8. a b Feldman, David. Summary of JOBS Bill and Update. /2012/03/17/summary-of-jobs-bill-and-update/. Retrieved March 19, 2012. 9. H.R. 3606, 112th Cong., ti. 1. /fdsys/pkg/BILLS-112hr3606rh/pdf/BILLS-112hr3606rh.pdf. Retrieved March 19, 2012. 10. Section 12(g) of the Securities Exchange Act of 1934. /about/laws/sea34.pdf. 11. SEC Rule 12g-1, 17 CFR 240.12g-1. /cgi/t/text/text-idx?c=ecfr&sid=1962f541b83dfc4e5b04d540c4acc616&rgn=div8&view=text&node=17:.45&idno=17. 12. H.R. 3606, 112th Cong., sec. 501. /fdsys/pkg/BILLS-112hr3606rh/pdf/BILLS-112hr3606rh.pdf. Retrieved March 19, 2012. 13. Hamilton, Jim. House Panel Advances Bills Raising 500-Shareholder Threshold for Public Companies and Community Banks (Oct. 11, 2011). /2011/10/house-panel-advances-bills-raising-500.html. Retrieved 23 March 2012. 14. a b c d e Grant, David. What does the JOBS Act actually do?. Christian Science Monitor. /USA/Politics/2012/0308/What-does-the-JOBS-Act-actually-do-Six-questions-answered/What-s-in-the-JOBS-Act. 15. Liberto, Jennifer (March 8, 2012). House to pass bipartisan bill aimed at start-ups. CNN. /2012/03/08/smallbusiness/House-startup-bill/index.htm?hpt=hp_t1. 16. Bipartisanship, new businesses and new jobs, with a little help from your friends Thursday, March 15, 2012 17. Albanesius, Chloe (April 5, 2012). Obama Signs JOBS Act to Boost Startups. PC Magazine. /article2/0,2817,2402657,00.asp. 18. Colao, J.J. (April 5, 2012). Breaking Down The JOBS Act: Inside The Bill That Would Transform American Business. Forbes. /sites/jjcolao/2012/03/21/jobs-act/. 19. a b c Organ