JOBS Act – Increased Thresholds for Exchange Act Registration: SEC Proposes Rule Amendments to Implement JOBS Act Provisions That Increased Thresholds for Registration and Reporting Obligations

Sullivan & Cromwell LLP - December 23, 2014

On December 18, 2014, the SEC issued a release proposing amendments to various Exchange Act rules to reflect the new, higher thresholds for Exchange Act registration by all issuers, and for termination of registration and suspension of reporting by banks and bank holding companies, that were set forth in the JOBS Act.  The proposed amendments would extend the higher termination and suspension threshold for banks and bank holding companies to savings and loan holding companies.  The proposals would also revise the definition of “held of record” under Exchange Act Rule 12g5-1 to implement the JOBS Act provision excluding from these computations certain securities held by persons who received those securities pursuant to employee compensation plans. 

Comments on the proposed rules will be due 60 days after publication in the Federal Register.  Sullivan & Cromwell LLP is planning to submit a comment letter.