Emerging Growth Companies

The JOBS Act also created a class of companies known as “emerging growth companies” and exempted them from a number of requirements otherwise imposed in connection with an IPO. To be eligible as an “emerging growth company”, a company must have had total annual gross revenues of less than $1 billion during its most recently completed fiscal year.

Emerging growth companies:

  • May go public with only two years of audited financial statements rather than three years, as presently required.

  • May have the SEC review their registration statements for IPOs on a confidential, nonpublic basis.

  • Are exempt from other public company requirements, including mandatory audit firm rotation, attestation of the company’s internal controls under Sarbanes-Oxley, existing executive compensation disclosure rules, and, until one to three years after it is no longer an emerging growth company, “say on pay” votes on executive compensation.

The Act also removes the ban on the distribution of research reports by broker dealers in connection with an emerging growth company’s IPO, and the restrictions on who may arrange for communications between securities analysts and investors, to permit securities analysts to participate in communications with an emerging growth company’s management along with other representatives of a broker dealer.