The recently-enacted Jumpstart Our Business Startups Act of 2012
("JOBS Act") provides that emerging growth
companies may submit a registration statement for an initial public
offering to the SEC on a confidential basis. On April 5, the SEC
announced procedures for how eligible companies should make those
Until the SEC announces a process for confidential electronic
submissions, companies should submit the registration statement
either as a text-searchable PDF file on a CD/DVD disk or as an
unbound paper submission. In the cover letter, the issuer must
confirm its status as an emerging growth company as defined in the
JOBS Act. In either case, the submission should be sent to the
Draft Registration Statement
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549
Foreign issuers that meet the definition of an emerging growth
company under the JOBS Act should follow the same confidential
submission procedure as domestic issuers.
No registration fee is required at the time of filing the
confidential submission, which is not deemed to be a public filing
or a filing of a registration statement for purposes of the
Securities Act of 1933.
The documents filed with this confidential process would need to
be made public at least 21 days prior to the commencement of the
"road show" for the company's initial public
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stimates place the amount of money illegally "laundered" through
United States banks in the hundreds of billions of dollars each year.1
For more than five decades, the U.S. government has attacked money
laundering, in part, through anti-money laundering ("AML") disclosure,
monitoring, and reporting requirements placed on financial institutions.
We recently notified you of the FDIC’s Financial Institution Letter 47-2013 , which urges directors and officers of financial institutions to examine their institutions’ directors and officers (D&O) insurance coverage to ensure adequate protection for themselves as well as their depositors and shareholders.
Comments made by Kara N. Brockmeyer, the Securities Exchange Commission’s chief of the Foreign Corruption Practices Act unit, and Charles E. Duross, deputy chief of the Department of Justice’s FCPA unit, at the recent International Conference on the FCPA suggest that both agencies are increasing their scrutiny of possible FCPA violations for the next year.
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
Last Friday’s edition of the New York Law Journal features an article in its "Outside Counsel" column authored by Mintz Levin colleagues Andrew Roth and Kim Gold, entitled Cracking Down on Executive Compensation for Not-for-Profits.