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FAST Act Adopted - Amends JOBS Act, Codifies Resale Exemption and Provides for Disclosure Simplification
Mark S. Bergman
Christopher J. Cummings
Andrew J. Foley
David S. Huntington
Hank Michael
December 9, 2015 download PDF
On December 4, 2015, President Obama signed into law the Fixing America's Surface Transportation Act (the "FAST Act"). Although primarily a transportation bill, the FAST Act contains various securities law-related provisions that amend portions of the Jumpstart Our Business Startups Act (the "JOBS Act"), codify the "Section 4(a)(1½)" legal framework for resales of restricted securities by persons other than the issuer, and provide for disclosure simplification, as discussed below.
JOBS Act Amendments
The FAST Act amends several provisions of the JOBS Act with the goal of simplifying and streamlining certain aspects of the registration process for emerging growth companies ("EGC's"). Specifically:
Reduction in time period during which a registration statement must be publicly filed prior to the road show. The FAST Act amends Section 6(e)(1) of the Securities Act of 1933 (the "Securities Act") to reduce, from 21 to 15 days, the period during which an EGC must have publicly filed its registration statement prior to commencing its road show.
Grace period if EGC status lost during IPO process. The FAST Act amends Section 6(e)(1) of the Securities Act to add a grace period that permits an issuer that was an EGC when it confidentially submitted a draft registration statement to the Securities and Exchange Commission (the "SEC") or publicly filed for its IPO, but subsequently ceases to be an EGC, to continue to be treated as an EGC for one year or until consummation of its IPO, whichever is earlier.
Omission of financial information for certain earlier periods. The FAST Act amends Section 102 of the JOBS Act to require that, within 30 days of enactment of the FAST Act, the SEC revise Form S-1 and Form F-1 in order to permit an issuer that is filing (or confidentially submitting) such a registration statement to omit financial information for historical periods that otherwise would be required by Regulation S-X at the time of filing or submission, provided the issuer reasonably believes that the omitted financial information would not be required to be included in the registration statement at the time of the contemplated offering. The registration statement would be required to include all required financial statements prior to distribution of a preliminary prospectus to investors.
Codification of Section 4(a)(1½) Resale Exemption
The FAST Act adds a new Section 4(a)(7) to the Securities Act incorporating the provisions of the previously proposed RAISE Act, which codifies the "Section 4(a)(1½)" legal framework for resales of restricted securities by persons other than the issuer. The Section 4(a)(1½) resale exemption-based on case law, and not formally established by any written SEC rule or regulation-has been interpreted to permit, in certain circumstances, the resale by persons other than the issuer of restricted securities in a private placement.
Resales pursuant to Section 4(a)(7) are subject to a number of requirements, including:
Accredited investors only. Purchasers of the restricted securities are required to be accredited investors.
Prohibition on general solicitation or advertising. Neither the seller, nor any person acting on the seller's behalf, is permitted to offer or sell securities by any form of general solicitation or general advertising.
Information requirement. In the case of a transaction involving the securities of an issuer that is neither subject to Section 13 or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") nor exempt from reporting pursuant to Rule 12g3-2(b) thereunder, the seller is required to make available certain information to a prospective purchaser, including the issuer's most recent balance sheet and income statement.
Issuer disqualification. The exemption is not available for the sale of a security where the seller is an issuer or a subsidiary, either directly or indirectly, of the issuer.
Bad actor prohibition. Neither the seller, nor any person paid remuneration for their participation in the offer or sale of the securities, may be subject to an event that would disqualify an issuer under Rule 506(d)(1) of Regulation D or be subject to a statutory disqualification described under Section 3(a)(39) of the Exchange Act.
Engaged in business. The issuer must be "engaged in business" and may not be in the organizational stage, or in bankruptcy or receivership, and may not be a blank check, blind pool or shell company. Securities acquired under a transaction exempt from registration under Section 4(a)(7) will be deemed "restricted securities" within the meaning of Rule 144. A Section 4(a)(7) transaction will be not be deemed a "distribution" for purposes of the Securities Act.
Disclosure Simplification
The FAST Act requires that the SEC undertake various measures designed to simplify and streamline certain of its disclosure rules:
Summary page for Form 10-K. The SEC is required, within 180 days following enactment, to issue regulations permitting issuers to submit a summary page on Form 10-K if each item identified in the summary includes a cross-reference (by electronic link or otherwise) to the material contained in Form 10-K to which the item relates.
Simplify Regulation S-K. The SEC is required, within 180 days following enactment, to take action to revise Regulation S-K to scale or eliminate requirements in order to reduce the burden for EGCs, accelerated filers, smaller reporting companies and other smaller issuers and to eliminate provisions of Regulation S-K that are duplicative, overlapping, outdated or unnecessary. This provision sets a legislative mandate for the SEC to accelerate efforts that form part of its disclosure effectiveness initiative, the elements of which first were raised in the SEC Staff Report on Public Company Disclosure (December 2013) and which resulted in the Request for Comment on the Effectiveness of Financial Disclosures About Entities other than the Registrant (Regulation S-X) (September 2015).
Study on modernization and simplification of Regulation S-K. The SEC is required to undertake a study of Regulation S-K and (i) consider how best to modernize and simplify its requirements; (ii) emphasize a company by company approach that allows material information to be disseminated without boilerplate language or static requirements; and (iii) evaluate methods of information delivery and presentation and explore methods for discouraging repetition. Within 360 days following enactment, the SEC is required to (i) issue a report to Congress regarding its findings and detail its recommendations for modernization and simplification of Regulation S-K, and (ii) issue a proposed rule implementing the report's recommendations.
Forward incorporation on Form S-1 for smaller reporting companies. The FAST Act requires that, within 45 days of enactment, the SEC revise Form S-1 to permit smaller reporting companies (entities that, as of the last business day of their second fiscal quarter, have a public float of less than $75 million) to incorporate by reference Exchange Act filings made after the effective date of the Form S-1. This new provision will allow smaller reporting companies to use Form S-1 as a shelf registration statement for secondary resales.
The text of the FAST Act is available here.
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Paul, Weiss was recognized by FinanceAsia at its annual Achievement Awards for the "Best Equity Deal."
Jeanette Chan Listed on China Business Law Journal's 2018 "A List"
Corporate partner Jeanette Chan has been listed on China Business Law Journal's annual "A List" for 2018.
Chuck Googe Featured in Variety's Dealmakers Impact Report
Entertainment/intellectual property partner Chuck Googe was featured in Variety's 2018 Dealmakers Impact Report.
Valerie Radwaner Honored by the Student Leadership Network
Deputy Chair Valerie Radwaner was honored at the Student Leadership Network's 2018 (Em)Power Breakfast.
Chuck Googe Featured in Variety's Dealmakers Elite New York
Entertainment/Intellectual property partner Chuck Googe was featured in Variety's Dealmakers Elite New York 2018 report, which features attorneys and executives behind some of the year's most significant entertainment industry…
Valerie Radwaner Recognized at Corporate Counsel's National Women in Law Awards
Corporate partner and Deputy Chair Valerie Radwaner was recognized in the Law Firm Transformative Leadership category of Corporate Counsel's Women in Law Awards.
Paul, Weiss Ranks Fifth on The American Lawyer "A-List"
The American Lawyer has placed Paul, Weiss fifth in its annual "A-List," which ranks firms based on their revenue per lawyer, pro bono commitment, associate satisfaction, racial and gender diversity, and the percentage of female…
Paul, Weiss Receives WILEF Gold Standard Certification
For the fourth consecutive year, the Women in Law Empowerment Forum has awarded Paul, Weiss its Gold Standard Certification for the advancement and promotion of women lawyers.
Patrick Campbell Honored by Live It Learn It
Corporate partner Patrick Campbell was honored for his multiple contributions as chairman of the board of Live It Learn It, a not-for-profit organization.
Variety 2018 Legal Impact Report Features Jay Cohen, Ariel Deckelbaum & Chuck Googe
Litigation partner Jay Cohen, corporate partner Ariel Deckelbaum and intellectual property/entertainment partner Chuck Googe were featured by Variety in its 2018 Legal Impact Report, which spotlights the top lawyers in the…
Jack Lange Receives Lifetime Achievement Award From Chambers
Hong Kong-based corporate partner Jack Lange received the 2018 Chambers Asia-Pacific Lifetime Achievement award in recognition of his contribution to the Asian legal arena.
Jack Lange Elected Chairman of American Chamber of Commerce in Hong Kong
Corporate partner Jack Lange has been elected as the Chairman of the American Chamber of Commerce in Hong Kong (AmCham) for 2018.
Jordan Yarett and Taurie Zeitzer Deal Recognized by the Financial Times
Paul, Weiss was commended in the "Accessing New Markets and Capital" category of the Financial Times' annual feature recognizing the year's most innovative North American law firms and lawyers.
Paul, Weiss Among NYLJ's Professional Excellence Awards Winners
Paul, Weiss was named Litigation Department of the Year in the Class Action category of the New York Law Journal's 2017 Professional Excellence Awards.
Paul, Weiss Ranked Among Top 10 Firms for Minority Equity Partners by Law360
Paul, Weiss is fifth on the list of top 10 Big Law firms for minority equity partners in Law360's 2017 Law Firm Diversity Snapshot.
Paul, Weiss Shortlisted for Five ALB Hong Kong Law Awards
Paul, Weiss has been shortlisted by Asian Legal Business, a publication of Thomson Reuters, in five categories in its 2017 ALB Hong Kong Law Awards.
Paul, Weiss Ranks Third on The American Lawyer "A-List"
The American Lawyer has ranked Paul, Weiss third in its annual "A-List," which ranks firms based on their revenue per lawyer, pro bono commitment, associate satisfaction, racial and gender diversity, and the percentage of female…
Media Law International Recognizes Paul, Weiss as a Tier 1 Firm in China and Hong Kong
For the third consecutive year, Paul, Weiss was recognized by Media Law International as one of four Tier 1 firms for media law in China and Hong Kong.
Ted Wells Receives Lifetime Achievement Award From New York Law Journal
Litigation partner Ted Wells has received the New York Law Journal's 2017 "Lifetime Achievement" award.
Brad Karp Named "Man of Distinction" by Legal Momentum
Legal Momentum, a national nonprofit organization advocating for the legal rights of women and girls, named firm chairman Brad Karp as its "Man of Distinction" at its annual Aiming High luncheon celebrating the power of women.
Lawrence Wee Recognized as One of the Outstanding 50 Asian Americans in Business
Corporate partner Lawrence Wee was congratulated by the Asian American Bar Association of New York for his recognition by the Asian American Business Development Center as one of the Outstanding 50 Asian Americans in Business.
For the third consecutive year, the Women in Law Empowerment Forum (WILEF) awarded Paul, Weiss its 2017 Gold Standard Certification for the advancement of women lawyers.
Paul, Weiss Ranked #14 in The American Lawyer's 2017 Diversity Scorecard
The American Lawyer ranked Paul, Weiss #14 in its 2017 Diversity Scorecard.
Secretary Johnson to Be Honored With the Anti-Defamation League's Gorowitz Institute Service Award in Washington, D.C.
Litigation partner Jeh Johnson will be honored at the Anti-Defamation League's (ADL) National Leadership Summit.
Secretary Johnson Receives NYSBA Pioneer Award
The New York State Bar Association presented its George Bundy Smith Pioneer Award to Secretary Jeh Johnson.
Paul, Weiss Awarded Deal of the Year by Asian-mena Counsel
Paul, Weiss was awarded a 2016 "Deal of the Year" by Asian-mena Counsel for our involvement as international counsel in MUFG's groundbreaking TLAC (total loss-absorbing capacity) bond offering
Paul, Weiss was awarded "Deal of the Year – Capital Markets" by the Asia Business Law Journal for our role in representing IDG Capital and its portfolio company Titan Gas Technology Investment in Shun Cheong's reverse takeover and new …
Four Paul, Weiss Partners Named BTI Client Service All-Stars
Corporate partner Ariel Deckelbaum and litigation partners Jay Cohen, Nick Groombridge and Catherine Nyarady were recognized as 2017 "Client Service All-Stars" by BTI Consulting Group in its annual survey of corporate counsel,…
Paul, Weiss Honored by Chinese-American Planning Council
Paul, Weiss was honored as the "Volunteer Extraordinaire" at the Chinese-American Planning Council's Lunar New Year Celebration.
Paul, Weiss Shortlisted for Two IFLR Asia Law Awards in Private Equity
Paul, Weiss has been shortlisted in two categories as part of the 2017 IFLR Asia Law Awards.
Paul, Weiss Recognized by The Human Rights Campaign as "2017 Best Place to Work for LGBT Equality"
For the seventh consecutive year, Paul, Weiss received a 100 percent score on the Corporate Equality Index (CEI) and was named as a "Best Place to Work for LGBT Equality" by The Human Rights Campaign.
For the second consecutive year, Paul, Weiss was recognized by Media Law International as one of four Tier 1 firms for media law in China and Hong Kong.
Paul, Weiss Ranked #1 in Private Equity by MergerMarket
As reported by MergerMarket in its quarterly league tables, Paul, Weiss ranked first in both global and U.S. private equity buyouts and exits by deal value in the first quarter of 2016.
Paul, Weiss Wins China Business Law Award for Private Equity
Paul, Weiss was recognized by China Business Law Journal as an international law firm winner in the "Private Equity and Venture Capital" category of its 2015 China Business Law Awards.
Paul, Weiss was honored by Law360 with "Practice Group of the Year" awards in the Real Estate, Securities Law and White Collar categories.
Financial Times Recognizes Paul, Weiss in Innovative Lawyers Report
Paul, Weiss was recognized by Financial Times in several areas in its 2015 North America Innovative Lawyers report.