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The JOBS Act: What You Need to Know



Thursday, June 21, 2012
Product Code - LGN30
Speaker(s): Andrew Fabens, Gibson, Dunn & Crutcher LLP; Glenn Pollner, Gibson, Dunn & Crutcher LLP; Stewart L. McDonnell, Gibson, Dunn & Crutcher LLP
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The JOBS (Jumpstart Our Business Startups) Act, the legislative package designed to jumpstart the American economy by generating opportunities for small businesses and entrepreneurs, was created to increase capital formation, encourage more small business to form, and facilitate the growth of startups and small businesses by enabling them to go public.

Our panel of capital markets lawyers will review the legislation and its impact on capital markets practices, including the implications for the JOBS Act on initial public offerings (IPOs) by emerging growth companies, the way the Act changes the “go public versus stay private” analysis and alters the mix with respect to capital raising options available, changes to the Exchange Act registration thresholds, crowdfunding provisions, and changes affecting investment banking research practices. Also discussed will be the way in which market practices are evolving in response to the JOBS Act and Securities and Exchange Commission (SEC) guidance to date.

Statutes discussed will include:
• Rule 506 and Rule 144A (private offerings)
• Section 12(g) (changes to Exchange Act registration thresholds)
• Section 3(b)(2) (Regulation A+) (new capital raising options)

Educational Objectives:

• What you need to consider in evaluating capital markets options in light of the Act.
• How market practices are changing in response to the Act.
• How to advise your clients whose new or existing businesses may be affected by the Act.

Who would benefit most from attending this program?

Capital Markets and Securities Lawyers; In-house counsel; Attorneys specializing in business incorporations.

Program Level: Intermediate

Credit Available: CLE (For more information, please click on the “CLE Credit” tab.)

Andrew Fabens, Gibson, Dunn & Crutcher LLP; Glenn Pollner, Gibson, Dunn & Crutcher LLP; Stewart L. McDonnell, Gibson, Dunn & Crutcher LLP

Andrew Fabens, Gibson, Dunn & Crutcher LLP
Andrew Fabens is a partner in the New York office of Gibson, Dunn & Crutcher. He practices in the firm’s Corporate Transactions and Securities Practice Groups. Mr. Fabens advises companies on long-term and strategic capital planning, representing issuers and underwriters in public and private corporate finance transactions, both in the United States and internationally. His experience encompasses initial public offerings, follow-on equity offerings, investment grade, high-yield and convertible debt offerings and offerings of preferred, hybrid and derivative securities. In addition, he regularly advises companies and investment banks on corporate and securities law issues, including M&A financing, spin-off transactions, liability management programs, disclosure and reporting obligations under U.S. federal securities laws, corporate governance issues and stock exchange listing obligations. Mr. Fabens is included in the 2011 edition of The Legal 500 US and ranked in the 2011 edition of Chambers USA: America’s Leading Lawyers for Business, where he is noted as being able to “readily adapt to his client’s style, understand what they need and deliver it.” He is described as “so amazingly even-keeled that nothing throws him.” Mr. Fabens earned his Juris Doctor from Columbia Law School in 2000. He earned a Bachelor of Arts cum laude from the University of Michigan in 1989.

Glenn Pollner, Gibson, Dunn & Crutcher LLP
Glenn Pollner is a partner in the New York office of Gibson, Dunn & Crutcher, where he is a member of the Corporate Transactions Practice. Mr. Pollner’s practice focuses on capital markets transactions, and on other corporate and securities law matters. He regularly represents issuers, investment banks and investors in public and private debt and equity capital markets transactions, including securities offerings, tender offers, exchange offers, consent solicitations and restructuring transactions. Mr. Pollner also advises issuers, investment banks and investors on corporate and securities law issues generally, including disclosure and reporting obligations under U.S. federal securities laws, corporate governance issues, issues arising under the Sarbanes-Oxley Act, state corporate law issues, listed company obligations under stock exchange rules, and in connection with mergers and acquisitions and other strategic transactions.

Mr. Pollner earned his Juris Doctor in 1991 cum laude from the Boston University School of Law, where he was a G. Joseph Tauro Scholar and an editor of the Annual Review of Banking Law. He earned his Bachelor of Science degree cum laude in Accounting from the State University of New York at Albany in 1988.

Stewart L. McDonnell, Gibson, Dunn & Crutcher LLP
Stewart L. McDowell is a partner in the San Francisco office of Gibson, Dunn & Crutcher. She is a member of the firm's Corporate Transactions Department and is Co-Chair of the firm's Capital Markets Practice. Ms. McDowell's practice involves the representation of business organizations as to capital markets transactions, mergers and acquisitions, corporate governance and general corporate matters. She represents both underwriters and issuers in a broad range of both debt and equity securities offerings. She also represents both buyers and sellers in connection with U.S. and cross-border mergers, acquisitions and strategic investments.

Ms. McDowell earned her law degree from the University of Virginia School of Law in 1995 and her Bachelor of Arts degree from Princeton University in 1991.

This program is CLE-credit eligible.

If you have further questions regarding a specific state or how to file for CLE credit, please contact Bloomberg BNA customer service at 800-372-1033 and ask to speak to the Legal and Business CLE Accreditation Coordinator.

Hardship Policy
Bloomberg BNA offers a hardship policy for any attorney earning less than $30,000 per year. If an attorney wishes to take advantage of this option, he or she must do so in writing and also provide proof of hardship. If approval is granted, a discount of 50% off the full registration price of the program will be awarded.

Questions
For more information about Mandatory or Minimum Continuing Legal Education (MCLE) requirements, visit the American Bar Association website at http://www.abanet.org/cle/mandatory.html.