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Yves Smith points us to a nice takedown of the woeful JOBS Act, which should get signed into law this week. Chris Hayes had Bill Black and Alexis Goldstein of Occupy the SEC on to talk about it, with Rep. Carolyn Maloney making a (weak) defense. It really was no contest:
You need to watch the full segment to get the effect, but Maloney starts out by saying that the JOBS Act probably won’t create many jobs, but she was nevertheless getting complaints about how costly it was for “small” businesses to hire auditors (earth to base, if they are public, they would not qualify as “small” in most people’s book). Goldsmith devastates Maloney with her command of the bill, pointing out that it covers companies of up to $1 billion in revenues, that the tech companies its backers keep invoking have VC firms ready and willing to invest, and the new format well be used by PE firms flipping companies they had taken private back to public investors. By the end, Maloney is telling Goldsmith to send her suggestions for improved legislation and she’ll put it forward (I’ll believe her sincerity when I see action).
We now have a real-world example of the kind of things we’re going to see with the JOBS Act, and that’s the case of Groupon. The Internet company had a celebrated IPO last year, but its stock crashed after a restatement of earnings from 2011. The company set aside more for refunds than they at first disclosed, limiting their earnings.
But while Groupon had to deliver an SEC filing to explain how they derived their earnings and what accounted for the discrepancies, under the JOBS Act they may not have to do that again:
A little-noticed provision in the new JOBS Act would allow companies to iron out disagreements with regulators behind closed doors before they go public—a provision that might have prevented investors from finding out about Groupon Inc.’s early accounting questions until after they had been resolved.
The provision, part of the bill passed by Congress and expected to be signed by President Barack Obama this week, would enable companies to submit confidential drafts of their initial-public-offering documents to the Securities and Exchange Commission before they file publicly.
Critics say that measure would allow a company like Groupon, which had well-publicized disagreements with the SEC over its accounting last year, to resolve such issues under the radar, without investors learning of them until later although still before any IPO.
The provision is getting increased attention in the wake of Groupon’s disclosure of further accounting problems. The company, which offers discounted deals to consumers, said Friday it was revising fourth-quarter revenue downward and that it had a material weakness in its internal controls, the policies and procedures designed to avoid financial error.
Basically, investors would not be protected by having knowledge about Groupon and companies like it before making decisions on investment. In a post-JOBS Act world, with the crowd-funding option, the company wouldn’t have to make official statements of any kind before raising money from investors. I guess the rebuttal would be some version of caveat emptor, but that’s really not going to fly after the next wave of accounting scandals and rip-offs.
The simple fact is that the JOBS Act accomplishes something around which there was no pressing need – less transparency in the financial markets, and more deregulation.





9 Comments


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Has anyone asked the President why he thinks this bill is a good idea? And how can he sign this bill, yet get credit for signing Dodd-Frank(as weak as this is).
The bill will be hailed by the administration as an important job creating effort with bipartisan support during the campaign. I am sure he is well aware of what the bill actually contains. But he couldn’t afford to be seen as firing year another round at the “job creators,” especially emerging and so-called small business job creators during an election year.
That would be so-o-o-o uncool, PP. /s
Why people still want to invest in pump and dump tech stocks is beyond me.
One of the revealing things in the discussion was Maloney talking about 4 years to get the “Credit Card Bill of Rights” passed, yet Obamanation dispenses with due process overnight with an Empirical Fiat.
This atrocity, along with the Dud-Flop codifying of TBTF hopefully educates the public to where Obamanation and the Dimocraps priorities lie. It may take Repugs to propose truly awful ideas, but it takes the Dimocraps to enact them.
Jobs Act creating jobs,is up down ? hell no.
Obama is even worse than GWBush…the guy had a blueprint from FDR on how to get out of a depression…..instead Obama pretended it was 1992 & governed like another corrupt creep,BClinton.
And the Democrats are just as disgusting as the GOP.
This was a gift to Wall St. To fill the coffers for a multibillion dollar run for the Presidency.
Is it just me, or does it seem like the average Americans are being treated like road kill being gutted by a bunch of vultures on Wall St and back in DC.
I think in the long run crap like this just scares big investors away from the US, and Wall St will compensate by more government mandates for citizens to buy crappy health insurance, or privatized Social Security.
With control of the MSM these pump and dump scams will be hyped to death. Also, the private equity groups will be encouraged to ravish small caps where employees are encouraged to invest in and bonused with stocks in lieu of wages. The pressure will be to hold or gamble; people’s retirements and employee’s compensation will be in that stock mix. It has great potential for stealing from the people who can’t fight back and can’t sell. Again.
If the Democrats take back the House Maloney is going to be the Chairman on the Financial Services Committee instead of Maxine Waters. Waters is next in line behind Barney Frank. Maloney has shown the establishment and the Banks that she is ready to play ball with them.