在加拿大
The JOBS Act a comprehensive easing of securities laws applicable to emerging growth companies and private offerings www.nixonpeabody.com/publications_detail3.asp?ID=4329 The JOBS Act a comprehensive easing of securities laws applicable to emerging growth companies and private offerings Our most recent alert discusses the Jumpstart our Business Startups Act, or JOBS Act, which passed both houses last week and is expected to be signed into law by President Obama this Thursday, April 5, 2012. The JOBS Act makes changes to the securities laws applicable to certain public issuers, as well as for private placements, and introduces new classes of exempt securities and transactions, including the controversial crowdfunding exemption.4/3/2012Open PDF: The JOBS Act a comprehensive easing of securities laws applicable to emerging growth companies and private offerings President Obama is expected to sign the Jumpstart Our Business Startups Act, also known as the JOBS Act on Thursday, April 5, 2012, in the White House along with a bipartisan group of lawmakers, including House Majority Leader Eric Cantor. Last week, by an overwhelming bipartisan vote of 380 to 41, the House passed an amended version of the JOBS Act. The JOBS Act cleared the Senate a week earlier by a vote of 73 to 26, also demonstrating strong bipartisan support for the bill. In fact, the legislation was subject to only a handful of amendments during its consideration in the House and Senate. The relatively rapid pace in which the JOBS Act moved through the House and Senate surprised many critics of the legislation as well as Washington observers, who believed that few bills would be passed during this election year. The president has already issued a number of positive statements about the legislation, and he is expected to sign the bill this week. Nixon Peabody’s Government Relations team, including retired U.S. Representative Thomas Reynolds and Counsel Doug Dziak, worked with congressional proponents of the legislation and key committee members, including Senators Patrick Toomey (R-PA), Charles Schumer (D-NY), Tim Johnson (D-SD), Richard Shelby (R-AL), Tom Carper (D-DE), and Mark Warner (D-VA); House Majority Leader Eric Cantor (R-VA); and Representatives David Schweikert (R-AZ) and Jim Himes (D-CT) to move this bill through the legislative process. We will therefore discuss not just the key provisions of the JOBS Act, but also some of the context that is likely to guide the SEC in its rule-making efforts to implement various provisions of the JOBS Act. In this Securities Law Alert, we review the most comprehensive reforms introduced by the JOBS Act, in particular: Relaxation of initial public offering requirements for emerging growth companiesIncreasing the 499-shareholder limit for private companies seeking to remain privateEasing restrictions on general solicitation and general advertisingA new private placement exemption called crowdfundingAn expanded small public offering exemptionRelaxation of IPO requirements for emerging growth companies The JOBS Act creates a new category of issuerthe emerging growth company, or EGC, which is, in any given fiscal year, a public company that had not sold securities pursuant to a registration statement before December 8, 2011, and which had annual gross revenue of less than $1 billion in its previous fiscal year. An EGC can utilize this status for up to five years after its first sale of common equity securities pursuant to an effective registration statement, or until any of the following occurs (if earlier): Its revenues exceed $1 billion in the prior fiscal year,It issues more than $1 billion in non-convertible debt in any 3-year period, orIt becomes a large accelerated filer (worldwide common equity securities held by non-affiliates of $700 million or more).Qualifying issuers may also choose to not be treated as EGCs, but once an issuer elects to be treated as an EGC, all provisions applicable to EGCs would become applicable to that issuer. Easing the IPO process for an EGCThe JOBS Act lowers the burden of disclosure that an EGC would bear in its registration statement during an IPO. Instead of three years of audited financial statements, an EGC would only need to provide two years of audited financial statements. Interestingly, the JOBS Act allows an EGC to make a confidential submission of its draft registration statement to the SEC for confidential non-public review by the SEC. The registration statement must be publicly filed at least 21 days before the first roadshow. Although market realities have removed much of the taint of pulled IPO efforts during the past several years, this confidentiality provision will reduce the concerns that many IPO candidates have regarding the potentially bad optics of a failed attempt at any IPO. Moreover, the provision conceivably moves the IPO process closer to the shelf-registration process in that IPO candidates could file confidentially, receive SEC review, and be ready to pull the trigger on an IPO when the IPO window opens up. EGCs would also be permitted to “test the waters” by engaging in oral or written communications with potential investors that are qualified institutional buyers or accredited investors to determine whether such investors might have an interest in a proposed offering, either prior to or following the filing of a registration statement, without being subject to current restrictions on pre-offering communications. Additionally, the JOBS Act requires the SEC, within 180 days, to analyze the provisions of Regulation S-K, the primary source (along with Regulation S-X on financial information) of disclosure information to be included in a registration statement and report to Congress on how Regulation S-K can be modernized and simplified to reduce the costs of disclosure for EGCs. Private placements concurrent with IPOOne significant change is that an EGC can simultaneously engage in a public offering as well as a private placement of a public equity, or PIPE offering, to accredited investors or qualified institutional buyers, without risking that the discussions with respect to the PIPE offering will be considered the sale of a security without an effective registration statement. As a result of this reform, the question of transactional integration will no longer confound these types of deals for EGCs. Analyst coverage during IPOsCurrently, the research division of an investment bank participating in an IPO is prohibited from publishing research about that specific issuer. It has long been argued that ethical walls can be established between the research and investment banking divisions in order to allow this. The JOBS Act permits that type of research with respect to EGCs, and protects research reports from being considered part of the “prospectus” or constituting an offer of sale of the securities without an effective registration statement. Under the JOBS Act, a research report is defined broadly to mean a “written, electronic, or oral communication that includes information, opinions, or recommendations with respect to securities of an issuer or an analysis of a security or an issuer, whether or not it provides information reasonably sufficient upon which to base an investment decision.” The regulatory easing from the JOBS Act should not mean that research reports can be prepared without recourse. The analysts and their investment banks still would be subject to the antifraud provisions of the federal securities laws. The JOBS Act further prevents the SEC or any national securities association (e.g., FINRA) from adopting or maintaining rules preventing research analysts from attending meetings with the management of an EGC that is going public. Restrictions on publication of research during specific periods during the IPO, such as following the expiration of the lock-up period, are also lifted as to EGCs. Ongoing disclosure and compliancePost-IPO, the JOBS Act further exempts an EGC from certain periodic disclosure and governance requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including:Proxy rules and disclosure of executive compensation: While an issuer is an EGC, it need not comply with the recently adopted “say on pay,” “say on frequency,” and golden parachute disclosure rules introduced by the Dodd-Frank Act. An EGC also need not include pay for performance disclosure in its proxy statement (that is, disclosure of the relationship between financial performance and executive compensation). With respect to disclosure of executive compensation in its periodic reports, an EGC is placed on the same reduced-disclosure footing as a “smaller reporting company” (essentially, issuers with a public float below $50 million or revenues below $40 million). Internal controls: One of the more burdensome provisions of the Sarbanes-Oxley Act, or SOX, is the requirement that issuers maintain internal controls over financial reporting and that the issuer’s auditors must attest to and report on management’s internal controls. This auditor attestation requirement has already been eliminated for companies that are not accelerated filers, and now is further relaxed so that EGCs will not be required to have its auditors attest to and report on its internal controls. While reports as to the economic impact of Section 404 vary, this JOBS Act provision could reduce annual compliance costs of an EGC by more than $1 million. Financial disclosure: An EGC need only present the financial data under Item 301 of Regulation S-K from the time of its earliest audited financial statements presented in connection with its IPO (as opposed to five years of selected financial data for most other public issuers). The discussion in the management’s discussion and analysis (“MD&A”) section of the issuer’s periodic reports is correspondingly limited to financial statements from this period. Accounting and auditing standards: An EGC will be exempt should the PCAOB adopt rules mandating audit partner rotation, or requiring the inclusion of an “auditor report and analysis” format of report by the auditor. An EGC will not be required to comply with any new or revised accounting standards until such changes also become applicable to private companies. Increasing the 499-shareholder limit for private companies seeking to remain privatePresently, any non-public issuer that has assets of over $10 million and equity securities (other than exempted securities) held of record by 500 or more persons as of the end of its fiscal year automatically becomes subject to the reporting obligations of the Exchange Act. Historically, this provision has been an impediment to large private companies that wished to provide equity-based compensation to a large number of employees. It also impeded capital formation by early stage technology and biotech companies that found it necessary to rely on successive “angel” rounds of financing from individual accredited investors. Inadvertent noncompliance with the registration requirement, as was experienced by Google at the time of its IPO, required complicated, costly, and embarrassing rescission offers to fix. In another prominent case, the secondary market trading in Facebook raised similar concerns as to whether the company was inadvertently headed toward being required to register its common stock under the Exchange Act. The JOBS Act raises the shareholder limit from 499 shareholders to either 2,000 persons, or 500 persons who are not accredited investors. Furthermore, the JOBS Act also excludes from this numerical threshold persons who received the equity securities pursuant to an employee compensation plan in a transaction that was exempt from the registration requirements of the Securities Act of 1933 (the “Securities Act”). Lastly, holders of securities issued in an exempt crowdfunding transaction (see below) are also not counted in determining the numerical threshold. The JOBS Act leaves it to the SEC to define the term “employee compensation plan” and other technical issues relating to the application of the statute, if it is signed by the president. Senator Toomey, in a statement included in the March 29, 2012, Congressional Record, states that “employee compensation plan” should be interpreted broadly and should include, but not be limited to, a written compensatory benefit plan or contract as defined under Rule 701. Rule 701 is commonly relied upon by private companies in connection with the issuance of equity securities to their employees in exempt transactions. Senator Toomey also stated that the term “employee,” as used in Title V of the JOBS Act, was intended to include persons who are current or former employees of the issuer, as well as other persons, such as surviving spouses or family members, who inherit equity securities from the employee, so long as the securities were originally issued to an employee in a transaction that was exempt from the registration requirements of the Securities Act. In addition, the ability of bank holding companies to deregister is eased by the JOBS Act. Presently, a reporting company would only be able to deregister once it has fewer than 300 shareholders of record, which will continue to be the case for most issuers. This number, however, will be increased to 1,200 for bank holding companies, which may permit a number of bank holding companies to “go dark.” Care should be taken, however, to look through record owners that are nominees, such as the Depositary Trust Company. Easing restrictions on general solicitation and general advertising (Regulation D and Rule 144A) Regulation DThe JOBS Act requires the SEC to amend its rules under Regulation D under the Securities Act (“Regulation D”), the safe harbor under which many exempt offerings are conducted. Rule 506 of Regulation D can be considered the lynchpin of the private equity, venture capital, and angel investor industries, as it allows private placements of securities without a dollar ceiling as long as the conditions of the safe harbor are met. One of the current conditions is that there be no general advertising or general solicitation in connection with the offering. The JOBS Act requires the SEC to revisit this rule and exclude Rule 506 from the general solicitation and general advertising restrictions, as long as the actual purchasers are all accredited investors. This relaxation of the private placement rules, which would be applicable to all issuers, is likely to introduce some level of advertising in Rule 506 offerings and may change some of the Rule 506 capital raising techniques.The rationale behind the change, as articulated by Rep. Darrell Issa, in his March 22, 2011, letter to SEC Chairman Mary Schapiro, is that (i) the ban on general solicitation and general advertising restricts and complicates the share issuance process, particularly in view of technological changes that have occurred since the rules were adopted (for example, references to a pending private placement on a website may be considered a general solicitation); and (ii) the potential harm that may realistically result to an unaccredited investor by the receipt of an advertisement by an issuer of unregistered securities that is targeted at accredited investors is minimal, so long as the securities are only sold to accredited investors. Rule 144ARule 144A under the Securities Act allows resale of securities to “qualified institutional buyers,” generally large institutional investors. One of the current conditions is that there be no general advertising or general solicitation in connection with the offering. The JOBS Act requires the SEC to revisit this rule and exclude Rule 144A from the general solicitation and general advertising restrictions, as long as the actual purchasers are all qualified institutional buyers. The SEC has been given 90 days to so amend Regulation D and Rule 144A. We will provide further information on these new regulations as they are released. Broker-dealersSince the changes to the nonsolicitation rule in private placements will open the door to use of various media to advertise securities, corresponding changes have been made to the broker-dealer registration provisions of Section 15(a)(1) of the Exchange Act. These changes describe the range of activities in which a placement agent or other intermediary may engage without making it subject to federal registration, subject to fulfilling certain criteria described below. This includes maintaining a platform or mechanism for the purchase or sale, or negotiation or general solicitations, general advertisements, or similar or related activities with respect to a sale of securities. An intermediary may also co-invest in the securities without running afoul of the broker-dealer regulations, and can also provide ancillary services, which includes due diligence services (as long as it does not include investment advice or recommendations) and providing standardized documents. Standardized documents from the National Venture Capital Association, a network of venture capital professionals, have been gaining significance in venture capital transactions, and providing a link to these documents online is a service offered by some of the secondary markets. NVCA was one of the supporters of the bill, as was SecondMarket, one of the trading platforms that have emerged as online secondary markets for investments in startups and smaller non-public company securities. The standard to fulfill in order to be able to rely on the exemption from broker-dealer registration is quite low; an intermediary need only show as to itself and its associates: No compensation received in connection with the purchase or sale of the securities,Neither the funds nor the securities have passed through their hands, andThere is no “bad actor” statutory disqualification.This change will remove the cloud that has hung over a number of market participants who assisted in raising capital, provided they can meet the new three-prong test. CrowdfundingPerhaps the most anticipated and controversial aspect of the JOBS Act is the introduction of a new private placement exemption called crowdfunding. Under this exemption, proposed to be embodied in Section 4(6) of the Securities Act, an issuer can raise up to $1 million dollars within a 12-month period without registering with the SEC. Although the exemption can be used in conjunction with other exemptions, the Section 4(6) exemption cannot be utilized by an investment company, an issuer that is already an SEC reporting issuer, or an issuer that is not organized in one of the United States or the District of Columbia. Intended to facilitate raising (principally online) small amounts of capital from a large group of investors, the Section 4(6) exemption also places a limit on how much the issuer may raise from a single investor in any one-year period, which is tied to that person’s annual income or net worth (and capped at $100,000 that an issuer can raise from any one investor in a given year). One of the significant changes that the Senate made to the JOBS Act after it was passed by the House was to introduce a level of SEC oversight on both the issuer utilizing a Section 4(6) exemption, as well as the funding portal or other intermediary in the sale of the securities. In addition, the final bill clarified that transactions exempt under new Section 4(6) may still be subject to state securities regulation, which may severely limit the utility of these provisions for many smaller issuers. These changes and other limitations and provisions of the crowdfunding exemption will be discussed in a forthcoming Securities Law Alert. An expanded small public offering exemptionRegulation A under Section 3(b) of the Securities Act currently allows small capital raises of less than $5 million if certain conditions are met and filings made. The JOBS Act seeks to increase this threshold by introducing a new class of exempted securities, with a threshold of $50 million in any year, which can be sold publicly, and which would not be “restricted securities” allowing their free transfer in resale transactions. The SEC is required to establish rules or regulations as to the offering statement or related document that will need to be filed with the SEC and the periodic reports that will be required from an issuer relying on this exemption. Securities issued in reliance on this rule or regulation to qualified purchasers and offered on a national securities exchange would be covered securities causing state securities or blue sky laws to be preempted in those circumstances. Regulation A offerings, which are subject to SEC review but at the regional office level, rather than Washington, D.C., Corporate Finance staff, have not been used much for capital raising over the last several decades. We will wait and see if the JOBS Act reform spurs increased use of this capital raising technique. The foregoing has been prepared for the general information of clients and friends of the firm. It is not meant to provide legal advice with respect to any specific matter and should not be acted upon without professional counsel. If you have any questions or require any further information regarding these or other related matters, please contact your regular Nixon Peabody LLP representative. This material may be considered advertising under certain rules of professional conduct.
评论
不理闲事，不听废话，低头做事，抬头看路！均属个人观点，与所在机构无关回复: 美国投资移民利好消息！奥巴马签署JOBS法案，放松证券法适用和广告限制The JOBS Act raises the shareholder limit from 499 shareholders to either 2,000 persons, or 500 persons who are not accredited investors. Furthermore, the JOBS Act also excludes from this numerical threshold persons who received the equity securities pursuant to an employee compensation plan in a transaction that was exempt from the registration requirements of the Securities Act of 1933 (the “Securities Act”). Lastly, holders of securities issued in an exempt crowdfunding transaction (see below) are also not counted in determining the numerical threshold. 新法令，大大提高了基金公司人数的限制，从500以内上升到2000人。
评论
不理闲事，不听废话，低头做事，抬头看路！均属个人观点，与所在机构无关回复: 美国投资移民利好消息！奥巴马签署JOBS法案，放松证券法适用和广告限制http://www.privateequitymanager.com/Article.aspx?article=66443 US Senate votes to abolish 'Reg D' quiet period The US Senate recently passed legislation that would eliminate restrictions prohibiting private equity firms from publicly marketing their funds. Sam SuttonThe US Senate approved legislation last week eliminating US Securities and Exchange Commission regulation D requirements that prohibit private equity and venture capital firms from making general solicitations or advertisements for their vehicles. The Jumpstart Our Business Startups Act (JOBS), if eventually signed into law, could lead to significant changes to private equity’s fundraising model, sources told Private Equity International. Under current SEC guidelines, firms can not provide information about their investment vehicles to non-accredited investors. Changes made under the JOBS Act would allow fund managers to publicly disclose fundraising efforts. “What that means, is that, as long as an issuer, private equity or other, is willing to accept potential disclosure liability, they can broadly offer their securities for sale,” Matthew Kaplan, a securities partner at Debevoise & Plimpton said. The legislation would also alleviate pressure to devote resources toward keeping marketing efforts under wraps in compliance with SEC regulations. “It could eliminate a lot of the potential foot faults that you could fall into,” said Thomas Friedmann of Dechert. “It would eliminate some of the concerns about inadvertent communications.” However, investors shouldn’t expect firms to start broadcasting their marketing efforts on highway billboards or Twitter anytime soon, sources said. While easing the restrictions around fundraising would likely be welcomed by the industry, overpublicising your investment vehicle carries its own risks. “There is some cautious optimism about these changes,” Kaplan said. “You actually have to make sure that all purchasers of the securities are accredited investors … it will still make sense to have controls in place so that you don’t have every Tom, Dick and Harry come through your door looking for room in your investment.” The legislation’s broad goal of eliminating barriers to funding for US small businesses has received bipartisan support in both chambers of Congress. In addition to eliminating some regulation D restrictions, the JOBS Act also allows companies to “crowd-fund” by issuing shares in exchange for capital, as well as easing barriers to initial public offerings. The House of Representatives had already passed a separate version of the bill earlier this month. Amendments were made to the JOBS Act in the Senate, which forces the legislation back to the House for a second vote before it can be signed into law by President Barack Obama. The President has already expressed his support for the bill, according to reports.
评论
不理闲事，不听废话，低头做事，抬头看路！均属个人观点，与所在机构无关回复: 美国投资移民利好消息！奥巴马签署JOBS法案，放松证券法适用和广告限制消息挺快吗！顶一个！ 好像一年多前奥巴马推动过American Jobs Act，后来在参议院被否决了，没有推行下去。那个华盛顿都市广场的项目好像当时就是American Jobs Act的提名项目之一。现在这个Jobs Act不知道与那个American Jobs Act有没有什么关联。俺找时间读读。
评论
回复: 美国投资移民利好消息！奥巴马签署JOBS法案，放松证券法适用和广告限制看来老奥希望外来投资资金稳住美国的失业率，以便连任之路更加平坦。
评论
回复: 美国投资移民利好消息！奥巴马签署JOBS法案，放松证券法适用和广告限制http://www.whitehouse.gov/the-press-office/2012/04/05/president-obama-sign-jumpstart-our-business-startups-jobs-act http://www.forbes.com/sites/work-in-progress/2012/04/05/jobs-act-to-jumpstart-the-job-market/ JOBS Act To Jumpstart The Job Market
Heather R. Huhman, Contributor Heather R. Huhman, Contributor@Jan and @Marshall Everyone I spoke with (many were not included in the piece) said 180 days, but thank you so much for commenting and correcting me! I’v [...]7 comments, 1 called-out + Comment now 
(Photo credit: Wikipedia) Today, President Obama signs the Jumpstart Our Business Startups (JOBS) Act into law. For those of you who haven’t been following the JOBS Act, it is a bill that will make it easier for startups and small businesses to raise funds, especially through online crowdfunding. As an entrepreneur myself, I’ve been watching the evolution of the JOBS Act very closely. It passed Congress last week through a 73-26 Senate vote and a 380-41 House vote, including an amendment designed to protect crowdfund investors in order to make it easier for startups to access financing.Move up Move down http://www.forbes.com/sites/deborahljacobs/2012/04/04/jobs-act-gives-full-employment-to-journalists/JOBS Act Gives Full Employment To Journalists 
Deborah L. Jacobs Forbes Staff With the JOBS Act, Congress Throws Open the Door for Private Stock Offerings 
Timothy Spangler Contributor Senators, Let's Come Together on the JOBS Act 
Gary Shapiro Contributor Both statistics and anecdotal evidence tell us entrepreneurship is the key to job creation. So, while the JOBS Act doesn’t relate to the job market per se, I asked a few crowdfunding experts how it might impact the unemployment rate.“Simply, the JOBS Act will make funding more accessible for startups by allowing non-accredited investors to participate in the funding rounds, and this alone, I believe will be the main factor driving the increase in new companies being founded. And with new companies comes the need to hire staff. Without a doubt, this will help the current unemployment rate,” said Tanya Prive, founder of Rock The Post, a social networking platform for entrepreneurs to fund and swap resources.Rory Eakin, founder of CircleUp, an equity-based crowdfunding platform focused on established high-growth consumer and retail companies, added: “Currently, less than one percent of U.S. small businesses receive Angel investments. By opening up restrictions around general solicitation and introducing crowdfunding…these investments create up to six jobs per investment.”Once the bill is signed, the SEC will have a grace period of 270 days to implement additional regulations. In the meantime, Prive suggests following these steps to prepare your business to become a hiring organization as a result of this bill:Get all the documents in place. [This includes your] business plan, incorporation documents, business plan, financial forecasts and a full executive team bio.Do market research. Get all the facts in place in order to have a strong argument as to why people should fund your project.Put together an Excel sheet of all the contacts you have and start asking key people if they are willing to share their contact list as it pertains to your audience. The concept of crowdfunding involves work from the user seeking funds as they need to leverage their networks and ask their networks to lend a hand. We found that the initial 30-40% of activity actually comes from the user’s network.Start making your video. Projects with videos are wildly more successful. In the video, it is important that you sell yourself, explain in three minutes or less your entire project and entice people to jump on board.Start to craft your pitch in the best possible way. Think like a public relations and marketing guru in order to find the best way to tell your story.Time will tell exactly how much impact the JOBS Act will have on the job market I’ll report on this again after the SEC grace period.评论
不理闲事，不听废话，低头做事，抬头看路！均属个人观点，与所在机构无关回复: 美国投资移民利好消息！奥巴马签署JOBS法案，放松证券法适用和广告限制撤销管制是双刃剑，有利也有弊！ JOBS法案让那些谋求上市且羽翼未丰的新兴成长型企业从2002年颁布的萨班斯-奥克斯利法案中的一些审计监督要求中解放出来。新法案将放松对即将上市的公司和投资者之间沟通要求的限制；放宽对股票承销商的研究和新股上市规定。 这些措施将减少遵从成本的同时还能为投资者提供更多的信息。唉，该法令的其他部分却剥夺投资者享有更多有用的公司披露资料的权利。年轻的公司可只发布两年期而非三年期的审计报告；而且，须在证券交易委员会（Securities and Exchange Commission）登记股票资料（这导致大量的信息披露要求）的私营企业其股东数从现在要求的500名以内提升至2000名。这实际上会让越来越多的上市公司一意孤行，公然逃避信息的披露而且会事以愿违，减弱公司上市的诱因。 该法令在对那些需“网络云筹资”（ （如通过网络从众多投资者中筹得小额资金））的公司免除大部分注册要求上也有点过犹不及。网络云筹资是企业家筹集种子基金的最有效的方法。但也为那些强行推销者引“傻瓜们”上钩而大开方便之门。参议院明智地增加了对公司披露资料的适度要求。该法案需要增加更多的防范措施，尤其应加强经纪人在出售股票时的操作。 JOBS法案并非十全十美。然而，首开了减少美国资本主义“紧筘咒”的先河，因此应值得大家拍手称赞。 JOBS法案虽然的确能够让一些公司更容易筹集到资金，但也能让一些公司更容易地欺骗投资者。 据悉，美国两大党派的立法者都认为“创业启动法案（Jumpstart Our Business Startups，简称JOBS）”能推动经济发展。然而监管部门和投资者们并不这样认为，他们指出该法案不利于保护投资者。 投资者们往往是一些伪装成投资机会的欺骗性计划的欺骗对象。 正如你们知道的，如果天平倾斜到了投资者们不确信他们会得到适当保护的点上，那么投资者们将对市场失去信心，集资将更加困难，集资成本将昂贵。 在公司都在努力争取“政策放松”的时候，在奥巴马政府正努力寻找与共和党人在这个问题上的共同基础的时候，JOBS法案的确实现了商业世界的一些愿望。但是，JOBS法案降低了对那些迫切希望上市筹资的“新兴成长型公司”的监管门槛，此外它对新兴成长型公司的定义（年营收达到10亿美金的公司）太过宽泛，不利于保护投资者。
·中文新闻 昆士兰青少年在穆伦巴唐斯（Murrumba Downs）开着被盗汽车闯红灯
·中文新闻 澳洲航空在悉尼机场发动机“爆炸”迫使紧急迫降