ticl e u at r e ar fe JOBS Act: Has It Brought Back the IPO? Marlin R. H. Jensen, Beverly B. Marshall, and John S. Jahera Jr. I markets executives t has been more Previous research has shown that initial public at investment banks. than two years since offerings (IPOs) have plummeted in the United There were three President Obama States from historic norms and that global firms other possible catasigned the Jumpstart lysts mentioned for Our Business Startups have stopped coming to the United States as well. the recent increase (JOBS) Act into law, In 2012, President Obama signed the Jumpstart in IPOs: low interon April 5, 2012. Title Our Business Startups (JOBS) Act, whose purpose est rates increasing I of the JOBS Act was was to improve access to public capital marinvestor demand intended to reopen the kets by alleviating or eliminating restrictions on for higher yielding American capital maremerging growth companies going public through assets, increased kets to emerging growth an IPO. This, it was hoped, would increase job confidence in the companies (EGCs) by creation and stimulate economic growth. This U.S economy, and allowing firms considstudy examines whether chief financial officers positive IPO perforering an IPO to make (CFOs) have started taking their firms public in mance encouraging less onerous disclosures. the United States again and whether CFOs of more businesses to Rapoport (2012b) global firms have reentered the U.S. market since make offerings. reports that 55% of In a later surinvestment bank executhe passage of the JOBS Act. The article also vey, Kvitko (2014) tives thought the JOBS addresses whether global firms have reentered reported, from BDO Act would increase the U.S. market using dual-class shares in IPOs USA, that followthe number of initial to maintain control of the firms they have created. ing a strong year for public offerings (IPOs) © 2015 Wiley Periodicals, Inc. IPOs overall in 2013, on U.S. exchanges. the majority of capiWalsh (2013) points to tal market execua study done by BDO In early 2014, Walsh (2014) tives (73%) at investment banks USA, LLP (a U.S. professional quoted Wendy Hambleton, a predicted an increase in IPOs in services firm providing assurpartner in the Capital Mar2014, especially from the techance, tax, financial advisory, kets Practice of BDO USA, nology industry. In addition, and consulting services) show“Investor optimism has finally technology chief financial offiing that a majority of capital cers (CFOs) believed the techmarkets executives at investment rebounded from the financial crisis and the investment banknology sector would continue banks believe the JOBS Act is ing community is predicting to accelerate in 2014; overall, not having a positive impact on even more deals and higher 93% of CFOs anticipated IPO increasing the number of IPOs proceeds in 2014.” However, the activity would remain the same on U.S. exchanges. However, catalyst for the increase in IPO or increase in 2014. The ques28% believed it was too early to evaluate the impact of the JOBS offerings in 2013 was not viewed tion is whether the JOBS Act is as the JOBS Act by all capital bringing about the IPO increase Act. © 2015 Wiley Periodicals, Inc. Published online in Wiley Online Library (wileyonlinelibrary.com). DOI 10.1002/jcaf.22014 9 10 The Journal of Corporate Accounting & Finance / January/February 2015 through the more lenient disclosure regulation on EGCs or whether it is simply other positive factors in the marketplace leading to the increased IPO activity. Bushner (2012) points out that foreign IPO issuers should be interested in the U.S. market after the passage of the JOBS Act. He states that foreign issuers will benefit from Title I of the JOBS Act through liberalized communications, accommodations in the IPO process, and relief from certain disclosure obligations as a reporting company post IPO. If the foreign company qualifies as an EGC, the liberalized rules on research reports apply to foreign firms the same as U.S. domestic firms. Besides these changes, the U.S. market has other features that appeal to foreign issuers. Demos (2014) points out that the U.S. market is a deep retail market, which basically guarantees that about 20% of an IPO can be committed prior to the road show. In addition, investors in the United States are more willing to buy an IPO for growth potential and don’t seem as worried about the leverage the firm has accumulated. U.S. market investors are also not as concerned about the issuing firm listing without having turned a profit, and the U.S. market offers far more liquidity than most other capital markets. In addition, some foreign companies are interested in maintaining control of their firm. A number of foreign countries do not allow an IPO with a dualclass structure, but the U.S. market does allow foreign issuers to have a dual classification of shares. Since IPO activity fell off dramatically in 2012, the hope DOI 10.1002/jcaf was that passage of the JOBS Act would help bring back the IPO market for both U.S. and foreign firms. Bunge (2012) quoted NYSE Euronext CEO Duncan Niederauer saying the early results of the JOBS Act are very positive. However, Chasan (2013) reports a BDO USA study showing that only 14% of capital market executives at investment banks believe the JOBS Act is boosting the number of IPOs. Case (2014) states the JOBS Act self-executing IPO on-ramp is making a real difference in the number of firms going public. He bases his view on reports from Renaissance Capital that 103 companies had filed to go public in the first few months of 2014. In addition, he reports on a more recent survey by BDO USA securities attorneys showing that 74% gave significant credit to the JOBS Act for the increase in IPO offerings. The main reason given for the JOBS Act’s being effective at increasing IPO offerings was the provision allowing simpler prefiling disclosures. Previous surveys done by BDO USA and Renaissance Capital have stated that the JOBS Act either has helped or has not helped in the process of bringing back IPOs to the marketplace. The objective of this research is to look back to see whether the JOBS Act has indeed led to more companies, both domestic and foreign, going public or whether U.S. market conditions brought back the resurgence of IPOs in the United States. IPO TASK FORCE In response to the declining number of companies going public, the U.S. Treasury Department in March 2011 formed the Access to Capital Conference to research and make recommendations on how to make capital markets more accessible to EGCs. EGCs were defined as any nonreporting issuer with total annual gross revenue of less than $1 billion. From this conference, the IPO Task Force (2011) was created to examine what caused the IPO decline and to make recommendations to bring the EGCs back to the public markets through IPOs. As Kate Mitchell, chairman of the IPO Task Force, stated, “The mandate of the IPO Task Force was to examine the root causes of the current U.S. IPO crisis and quickly develop reasonable and actionable steps that can restore access for emerging growth companies to the capital they need to create jobs and expand their businesses globally.” The IPO Task Force concluded that there were likely a number of regulatory actions rather than just one event that caused the IPO market to decline. One event mentioned by the Task Force was the end of the “Four Horsemen” (i.e., the merger of the investment banks Alex Brown, Montgomery Securities, Robertson Stephens, and Hambrecht & Quist into banks) by 1999. These investment banks were instrumental in helping smaller companies go public. Also listed were Regulation Fair Disclosure in 2000, decimalization in 2001, Sarbanes-Oxley (SOX) in 2002, the Global Settlement in 2003, Regulation NMS in 2005, Regulation NMS in 2007, and Dodd-Frank in 2010. All these actions were intended to help the individual investor. However, many feel that these events actually © 2015 Wiley Periodicals, Inc. The Journal of Corporate Accounting & Finance / January/February 2015 increased the burden for firms trying to go public. The final recommendations of the IPO Task Force were designed to alleviate these burdens. The main recommendations were to reduce regulatory costs for EGCs trying to go public and to increase the visibility of EGCs while maintaining transparency for investors. The IPO Task Force argued that this could be done without compromising investor protection or disclosure. JOBS ACT 2012 Based on the recommendations of the IPO Task Force and the perceived need to reduce barriers to growth and investment, the JOBS Act was enacted in April 2012. The Task Force showed that when EGCs go public, research shows that more than 90% of their job creation happens subsequent to the IPO. Under the JOBS Act, an EGC is a company issuing stock that has total annual gross revenues of less than $1 billion during its most recent completed fiscal year and that has issued less than $1 billion in debt securities. The effective date for firms meeting the definition was the first sale of registered common stock after December 8, 2011 (Verschoor, 2012). Ropoport (2012b) reports that 74% of investment bank executives believe the EGC exemption will help CFOs decide whether to take their firm public. Confidential submissions of draft IPO registration statements and amendments were not permitted for domestic issuers and for only a limited number of foreign issuers prior to the JOBS Act. The JOBS Act now allows issuers to submit documents for review prior to a public filing. © 2015 Wiley Periodicals, Inc. Before the JOBS Act, there was limited ability to communicate with investors about a securities offering, and now EGCs can engage in communications with investors. This provision will allow companies to avoid disclosing potentially sensitive information to competitors. The companies will still have to release the financial documents 21 days before they try to persuade institutional investors to buy into the IPO during the road show. Prior to the JOBS Act, underwriters of an IPO could not publish research on the issuer until 40 days after the completion of the IPO, and now research on an EGC can be made any time. Communications by analysts with firms issuing securities were restricted while investment banking representatives were present. Under the JOBS Act, analysts may meet with EGC management with other representatives present. Title I of the JOBS Act went on to relax auditor attestation of effectiveness of internal controls. In addition, EGCs are not required to comply with new or revised financial accounting standards or to rotate audit partners every five years, financial statements are only needed for two years prior to issuing securities rather than three, executive compensation disclosure requirements are reduced, and EGCs do not need to hold nonbinding advisory shareholder votes on executive compensation. These EGCs will be given five years before being subjected to the full weight of federal regulation such as section 404 of SOX regarding the redundant external audit of internal audits of their business processes. However, after the five-year period, all companies 11 will have to comply with all regulations in place, and regulators will still have antifraud enforcement authority when the firms go public. The bottom line of the JOBS Act was to scale back prior regulation and ideally to bring back IPO offerings to the marketplace. STATE OF THE IPO MARKET Jensen, Marshall, and Jahera (2012) report a decline in IPO activity in the United States as well as a decline in global IPOs choosing to go public in the United States through 2011 supporting a need for the JOBS Act. Both studies argue that IPOs in the United States were declining due to U.S. exchanges not being as competitive due to relatively high listing costs and the high compliance costs of listing in the United States. Stephens (2011) also points out that the lack of IPOs in the United States is due to the excessive regulation and compliance and subsequent costs that are required of public companies. Scott (2011) discusses how these high costs explain why U.S. companies prefer to remain private and why foreign firms look at other ways to raise funds in the United States. Scott noted that in 2010, 79.3% of the funds raised in the United States by foreign companies in foreign IPOs were raised through the private Rule 144A market. Since the passage of the JOBS Act, the U.S. IPO market has made a strong rebound. Bispham, Braukman, and Pierre (2014) indicated that 2013 was the best year since 2000 for companies going public. They report 128 companies going public in 2012 and 222 companies going public in 2013. Demos (2014) reports from Dealogic that the DOI 10.1002/jcaf 12 The Journal of Corporate Accounting & Finance / January/February 2015 United States had a good year luring foreign companies to go public in the United States in 2013, with 2014 shaping up to be even better. Through March 2014, the United States has accounted for 28% of IPOs globally, with 60 out of 211 deals, which is the best since 2000. Hoffman and Demos (2014) report that 2014 is on track to be the busiest year since 1996 for foreign firm filings for IPOs. DATA The data for this study are taken from several sources. The IPO data taken two years before and after the JOBS Act are from the Securities and Exchange Commission’s (SEC’s) EDGAR website and the Securities Data Corporation database. The IPO data excludes offers with share prices below $1, financial firms with a 6000 Standard Industrial Classification code, offerings less than $1 million, and if the market exchange for the IPO is unknown. Revenue, industry, employees, and dual-classification information is taken from Morningstar, Yahoo! Finance, and FactSet Mergerstat. FINDINGS Exhibit 1 provides a distribution of the number of U.S. IPOs from two years prior through two years after the JOBS Act, April 2010 through April 2014. The number of IPOs after the JOBS Act has increased, as shown in Exhibit 1. As Exhibit 1 indicates, the percentage of global IPOs to the total U.S. IPOs remains somewhat constant prior to and following the JOBS Act. At first glance, it would appear that the United States is not losing any more of its competitive edge attracting foreign IPOs. Chinese-based IPOs were the predominant foreign-based offering prior to the JOBS Act but declined rapidly because of Chinese firm accounting issues that flared up in 2011. If you exclude the China-based firms, the percentage of foreign-based offerings to the total U.S. IPOs actually increased from 14.4% before the JOBS Act to 16.3% after the JOBS Act. Jensen et al. (2012) report foreign-based offerings to total U.S. IPOs in 2011 to be only 5.5% for offerings less than $75 million. Exhibit 2 separates IPOs into whether they met the criteria to be an EGC before and after the JOBS Act passage to show whether EGCs have increased or changed due to Exhibit 1 IPOs Before and After the JOBS Act* Before JOBS Act Total IPOs After JOBS Act Year –2 Year –1 Year +1 Year +2 157 128 118 250 Foreign-based 59 27 21 50 China-based only 35 10 2 9 U.S.-based 98 101 97 200 34.2% 21.5% 17.8% 20.0% Total dual offerings 5 0 7 22 Dual foreign-based 1 0 1 6 Dual U.S.-based 4 0 6 16 Size < $75 million 64 37 39 81 Size > $75 million 93 91 79 169 < $75 million/Total 40.8% 28.9% 33.1% 32.4% Foreign/Total *Represents the total number of U.S. IPOs each year prior to the JOBS Act passage and after the JOBS Act passage, separated by whether the IPO is from a foreign-based firm or U.S.-based firm, whether they used a dual stock classification, and the size of the issuance. DOI 10.1002/jcaf © 2015 Wiley Periodicals, Inc. The Journal of Corporate Accounting & Finance / January/February 2015 13 Exhibit 2 IPOs Before and After the JOBS Act Based on Emerging Growth Company* Before JOBS Act Total IPOs by EGCs After JOBS Act Year –2 Year –1 Year +1 Year +2 N = 133 N = 104 N = 88 N = 205 Total of other IPOs N = 20 N = 20 N = 22 N = 38 Revenue by EGCs N = 133 N = 104 N = 88 N = 205 Mean (millions) $185 $178 $181 $134 Median (millions) $111 $101 $89 $53 Revenue other IPOs N = 20 N = 20 N = 22 N = 22 Mean (millions) $12,513 $4,687 $5,076 $8,103 Median (millions) $2,606 $2,097 $3,350 $2,750 Offer size EGCs N = 133 N = 104 N = 88 N = 205 Mean (millions) $112 $154 $129 $137 Median (millions) $83 $110 $81 $87 Offer size other IPOs N = 20 N = 20 N = 22 N = 38 Mean (millions) $1,440 $399 $1,129 $584 Median (millions $312 $318 $378 $409 Employees EGCs N = 126 N = 94 N = 78 N = 192 1,250 574 638 745 373 313 204 143 Employees other IPOs N = 20 N = 18 N = 20 N = 35 Mean 28,391 20,206 15,944 18,520 Median 5,175 3,150 3,345 4,500 N = 132 N = 104 N = 87 N = 205 Mean 30% 30% 39% 40% Median 26% 23% 33% 30% N = 20 N = 20 N = 22 N = 37 Mean Median EGCs% of total shares offered Other IPOs % of total shares offered Mean 34% 39% 38% 31% Median 25% 31% 24% 21% *Represents firm characteristics based on whether the firm doing an IPO would have fit into the emerging growth company (EGC) category as defined by the JOBS Act. the JOBS Act. Murphy (2014) reports that approximately 80% of companies that have filed for an IPO since the JOBS Act meet the requirement for © 2015 Wiley Periodicals, Inc. EGC status. Kathleen Smith, a principal at IPO research firm Renaissance Capital, says it is likely that all of them have taken advantage of the confidentiality provision in the JOBS Act. Approximately 83% of the IPO offers after the JOBS Act in Exhibit 2 fit the EGC status. Exhibit 2 further DOI 10.1002/jcaf 14 The Journal of Corporate Accounting & Finance / January/February 2015 compares EGCs versus all other IPOs based on revenue, offer size, number of employees, and the percentage of shares offered during the IPO to the total number of firm shares. As would be expected, EGCs have less revenue, smaller offer size, and fewer employees than firms not meeting EGC status. Examining the number of EGC IPO offers before and after the JOBS Act shows that the number of offers increased in the second year after the JOBS Act. Exhibit 2 also shows that EGCs are offering a greater percentage of shares to total shares outstanding after the JOBS Act. Another concern regarding the JOBS Act is whether the relaxed rules will lure more foreign firms to list in the United States. Hoffman and Demos (2014) contend that overseas companies will want to list in the United States because they can maintain control of their companies by not issuing enough shares for control or by using a dual share classification. In addition, they argue that many foreign firms are exempted from some disclosure requirements, and they are not required to be profitable at listing, as is the case with most other foreign markets. Exhibit 3 compares the characteristics of foreign IPOs to U.S. IPOs. One can see the decline in foreign IPOs two years prior to the JOBS Act but with a recovery in foreign IPOs two years after the JOBS Act. The offer size of the foreign IPOs appears to be smaller than the offer size of the U.S. IPOs after the JOBS Act. Interestingly, the foreign IPOs after the JOBS Act are selling a larger percentage of total shares outstanding, which is opposite of what Hoffman and Demos state. DOI 10.1002/jcaf Exhibit 4 compares characteristics of firms using a dualclass share offering to those using single share offerings. In general, the major advantage of dual offerings is the ability for one group of shareholders to maintain a strong control position. There have been more dual offerings since the passage of the JOBS Act. However, of the 29 dual IPO offers since the JOBS Act, only seven are by foreign firms. Although they are not using the dual structure, Hoffman and Demos (2014) report that the giant Chinese e-commerce company Alibaba Group Holding Ltd. was interested in going public in the United States because the United States will allow a small group of company insiders to retain the right to nominate a majority of board members after the firm does goes public. (In fact, Ali Baba did go public on September 18, 2014, and founder Jack Ma and veteran managers did maintain control afterward; see http://abcnews.go.com/Technology/wireStory/alibabapost-ipo-structure-insiderscontrol-25557717). As one would expect, a distinct difference between dual- and singleclass shares is that the majority of noncontrolling shares are sold by dual-class IPOs. The companies doing dual-class IPOs also appear to larger companies (not EGCs) as shown by the larger revenue, offer size, and number of employees. CONCLUSION Part of the mystery behind whether the JOBS Act is working the way it was intended is that due to the confidential filing for an EGC, the number of firms thinking of going public is not known. Borchardt (2013) reports that the SEC stated that more than 100 companies filed under the confidentially process in 2012. The confidentiality provision has caused the IPO pipeline to be understated. According to the JOBS Act, companies do not have to disclose anything about their financials until 21 days before the start of the road show. This provision helps companies feel more confident that even if they don’t go public after they filed, their financials will not be publicized for competitors to view. Now a firm files confidentially, and if a crisis occurs or the firm can’t get ready in time, the market doesn’t know about it. Before the JOBS Act, the firm would face the scrutiny of the market and possibly take a hit to its reputation. Chasan (2013) reports that some CFOs’ have embraced the confidentiality feature of the JOBS Act to avoid letting competitors access their financials for months or until there is a decision to issue. Some argue that the confidentiality feature allows CFOs taking their firm public time to straighten out issues such as what happened to Groupon after stating their intention to go public. Chasan (2012) reports Audit Analytics data indicating that from 2004 to 2011, 1,827 firm went public in the United States, and 563 of those firms have had a financial restatement. The question is whether these firms with financial restatements could have avoided the issue by filing confidentially under the JOBS Act. Rapoport (2012a) reports that Groupon went public in 2011 but had well-publicized disagreements with the SEC over its accounting. If Groupon could have filed under the JOBS Act, it could have possibly fixed the disagreements with the SEC behind © 2015 Wiley Periodicals, Inc. The Journal of Corporate Accounting & Finance / January/February 2015 15 Exhibit 3 IPOs Before and After the JOBS Act Comparing Foreign and U.S. Offerings* Before JOBS Act After JOBS Act Year –2 Year –1 Year +1 Year +2 Total IPOs foreign N = 59 N = 27 N = 21 N = 50 Total IPOs U.S. N = 98 N = 101 N = 97 N = 200 Revenue foreign N = 55 N = 23 N = 13 N = 44 Mean (millions) $582 $879 $2,314 $1,231 Median (millions) $168 $227 $386 $209 Revenue U.S. N = 98 N = 101 N = 97 N = 200 Mean (millions) $2,479 $733 $1029 $1,446 Median (millions) $151 $118 $164 $75 Offer size foreign N = 59 N = 27 N = 21 N = 50 Mean (millions) $136 $287 $105 $180 Median (millions) $85 $92 $50 $126 Offer size U.S. N = 98 N = 101 N = 97 N = 200 Mean (millions) $367 $162 $357 $212 Median (millions) $90 $120 $100 $100 Employees foreign N = 56 N = 25 N = 18 N = 47 Mean (millions) 2,881 5,112 8,970 2,813 Median (millions) 806 582 339 746 Employees U.S. N = 94 N = 90 N = 83 N = 186 Mean 6,076 3,225 2,926 3,943 375 356 368 187 N = 59 N = 27 N = 21 N = 48 Median Foreign% of total shares offered Mean 25% 23% 52% 50% Median 20% 18% 42% 30% N = 98 N = 101 N = 96 N = 200 Mean 36% 33% 39% 36% Median 30% 25% 29% 28% U.S.% of total shares offered *Represents firm characteristics based on whether the firm doing an IPO is a foreign company or a U.S.-based company before and after the JOBS Act. closed doors before going public. Clearly, the confidentiality that the JOBS Act brings could have possibly avoided the very public situation. However, the © 2015 Wiley Periodicals, Inc. JOBS Act’s confidentiality may have simply masked problems until after the company went public. Maybe EGCs should not be exempt from the array of accounting and corporate governance requirements contained in the JOBS Act. In summary, the more recent IPO resurgence can DOI 10.1002/jcaf 16 The Journal of Corporate Accounting & Finance / January/February 2015 Exhibit 4 IPOs Before and After the JOBS Act Comparing Dual and Nondual Offerings* Before JOBS Act After JOBS Act Year –2 Year –1 Year +1 Year +2 N=6 N=0 N=7 N = 22 N = 150 N = 128 N = 110 N = 226 Revenue dual N=5 N=0 N=7 N = 22 Mean (millions) $700 n/a $4,904 $3,327 Median (millions) $574 n/a $640 $378 Revenue nondual N = 147 N = 124 N = 101 N = 221 Mean (millions) $1,834 $949 $914 $1,208 Total IPOs dual Total IPOs nondual Median (millions) $150 $227 $162 $75 Offer size dual N=6 N=0 N=7 N = 22 Mean (millions) $350 n/a $2,536 $402 Median (millions) $203 n/a $233 $253 Offer size nondual N = 150 N = 128 N = 110 N = 227 Mean (millions) $279 $214 $172 $186 Median (millions) $85 $140 $90 $96 Employees dual N=6 N=0 N=7 N = 22 Mean (millions) 1,230 n/a 1,546 4,475 Median (millions) Employees nondual Mean Median Dual% of total shares offered 918 n/a 1,550 1,061 N = 143 N = 115 N = 96 N = 213 5,044 4,554 4,186 3,640 447 479 337 188 N=6 N=0 N=7 N = 22 Mean 60% n/a 57% 77% Median 100% n/a 53% 99% N = 149 N = 128 N = 109 N = 226 Mean 30% 33% 40% 35% Median 25% 24% 32% 27% Nondual % of total shares offered *Represents firm characteristics based on whether the firm doing an IPO does a dual offering. indeed be attributed in part to the provisions of the JOBS Act that provided for more relaxed regulations and disclosure requirements. Of course, from the corporate point of view, the DOI 10.1002/jcaf increase in IPOs in 2013 and 2014 means greater competition for investment dollars. That is, a consideration for firms considering an IPO may include that competitive environment and how a specific firm is positioned to undertake an IPO. Nonetheless, the IPO process has been made less burdensome under the JOBS Act. That, combined with somewhat of a © 2015 Wiley Periodicals, Inc. The Journal of Corporate Accounting & Finance / January/February 2015 recovery in the economy, is leading a larger number of firms to raise capital via the IPO process. REFERENCES Bispham, B. H., Braukman, L. D., and Pierre, Y. J. (2014, February 27). The JOBS Act—where are we now—2014? ReedSmith Corporate & Securities. Retrieved from http://www.jdsupra. com/legalnews/the-jobs-act-whereare-we-now-2014--93278/ Borchardt, D. (2013, January 1). The JOBS Act epic fail. The Street. 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Global trends: U.S. IPO market declines. Journal of Corporate Accounting & Finance, 23(6), 17–28. Kvitko, M. (2014, February 19). Tech CFOs optimistic about future of IPO market, according to BDO USA survey. Press release. Retrieved from http://www.bdo.com/news/pr/3070 Murphy, M. (2014, February 18). Confidential discussions of IPO plans kept brief. Wall Street Journal. Retrieved from http://blogs.wsj.com/ 17 cfo/2014/02/18/confidential-discussions-of-ipo-plans-kept-brief/ Rapoport, M. (2012a, April 2). In wake of Groupon issues, critics wary of JOBS Act. Wall Street Journal. Retrieved from http://online.wsj.com/ news/articles/SB100014240527023040 23504577317932455874856 Rapoport, M. (2012b, July 10). Investment bankers see JOBS Act helping, and hurting, IPOs. Wall Street Journal. Retrieved from http://blogs. wsj.com/deals/2012/07/10/investmentbankers-see-jobs-act-helping-andhurting-ipos/ Scott, H. S. (2011, April 20). Capital market regulation needs an overhaul. Wall Street Journal. Retrieved from http://online.wsj.com/news/articles/ SB10001424052748704529204576256 761539125534 Stephens, W. (2011, August 25). Business regulation vs. growth: The view from Middle America. Wall Street Journal. Retrieved from http://online.wsj.com/ news/articles/SB100014240531119034 61304576524451021812090. Verschoor, C. C. (2012). Will JOBS Act enable more securities fraud? Strategic Finance, 93(12), 13–15. Walsh, J. (2013, July 9). Popularity of JOBS Act continues to fall among capital markets community according to BDO USA, LLP. Press release. Retrieved from http://www.bdo.com/ news/pr/2713 Walsh, J. (2014, January 7). Capital markets executives at leading investment banks forecast a continued increase in U.S. IPOs in 2014 according to BDO USA, LLP. Press release. Retrieved from http://www.bdo.com/ news/pr/3006 Marlin R. H. Jensen holds a PhD from Texas A&M University. He has been an associate professor at Auburn University since 1988. His research interests include corporate finance issues such as cost of capital and security issuances, corporate governance, and electric utility restructuring. He has published in a number of academic journals. Beverly B. Marshall is professor of finance at Auburn University. She earned her PhD from Georgia State University. She has published articles in leading journals, including the Journal of Business, Financial Management, and the Journal of Financial Research. John S. Jahera Jr. is the Lowder Professor of Finance at Auburn University where he has served since 1980. He is widely published in the area of corporate finance and also in the area of banking. He has published articles in the Journal of Banking & Finance and the Journal of Financial Research, among others. He serves as coeditor of the Journal of Financial Economic Policy and serves on the editorial boards of several other journals. © 2015 Wiley Periodicals, Inc. DOI 10.1002/jcaf