The fact that the SEC has yet to fully implement the Jumpstart Our Business Startups Act (the "JOBS Act") has not slowed the discussion of the Act. One of the more novel discussions was published by the University of Denver Sturm College of Law in an online issue. Law students of J. Robert Brown Jr. wrote papers on the Act. Eight of them were published by the Law Review. They discuss Title V’s registration threshold; exempting internet portals from the definition of broker-dealer; the income cap; the on-ramp for emerging growth companies; Regulation A+; state law enforcement of the crowdfunding provisions; the elimination of the ban on general solicitations; and investment limits for crowdfunding. No article is longer than 10 pages; most are about 8 pages long. An explanation of how the articles came to be, and links to each one, is available here.
Dan Simon, writing for Forbes, discussed what won’t change after the JOBS Act is fully implemented. Among other things, he notes that lifting the general solicitation ban is unlikely to result in a rash of new hedge fund advertisements. Noting that once the general solicitation ban is lifted only accredited investors can actually invest in private offerings, Usha Rodrigues of the University of Georgia School of Law discussed in the Vanderbilt Law Review how the SEC should go about providing guidelines to implement the statutory requirement that issuers have a reasonable belief that a purchaser is accredited.
And finally, the SEC has not been altogether silent on the JOBS Act. In April it brought what could be termed its first JOBS Act enforcement action. It alleges that Daniel F. Peterson and his company USA Real Estate Fund 1 promised investors that they could reap spectacular returns from an upcoming offering in a "secured" product backed by prominent financial firms. Peterson repeatedly told investors that the 2012 JOBS Act would enable him to raise billions of dollars by advertising the offering to the general public, and produce big profits for early investors. He also promised to invest the proceeds of the offering in exclusively American businesses. In reality, the SEC alleges, Peterson simply helped himself, using investor money for personal expenses. SEC v. USA Real Estate Fund 1, Lit.Rel.No. 22685. While this enforcement action is certainly a warning to those contemplating fraud, BusinessWeek notes the SEC may be trying to send a second message as well: that the legislation it opposed is susceptible to abuse and that’s why it must take its time implementing it.