SEC Offers Additional JOBS Act Guidance

The staff of the Securities and Exchange Commission's Division of Corporation Finance (Staff) recently issued additional frequently asked questions (FAQs) providing guidance on questions raised under Title I (also known as the IPO on-ramp provisions) of the Jumpstart Our Business Startups Act (JOBS Act).¹ The new FAQs supplement the Staff's Title I guidance provided in FAQs issued on April 16, 2012.²

This alert summarizes key aspects of the Staff's new FAQs as well as recent Staff comments on a registration statement for an emerging growth company (EGC) in which Andrews Kurth attorneys were involved and Staff public remarks.

Determining EGC Status

Total annual gross revenue test. The JOBS Act defines an EGC as any issuer with less than $1 billion of total annual gross revenues during the most recently completed fiscal year. In its new FAQs, the Staff clarified that an issuer with more than $1 billion of total annual gross revenues two years ago but less than $1