The Once and Future Irrelevancy of Section 12(g)

Authors

• Usha Rodrigues, University of Georgia School of LawFollow

Abstract

Among more fundamental reforms, the JOBS ACt of 2012 amended Section 12(g) of the Securities Exchange Act and sought to increase the number of shareholders (from 500 to 2000) that a firm must have before it must make public disclosures. Argument on the floor of Congress focused on the undue burden the provision placed on companies. This Article examines data that invalidates those anecdotal concerns.

Indeed, the data reveal important insights: First, my hand-collected dataset shows that, contrary to public concerns about Section 12(g)'s onerous burdens, it only affects a few firms - (less than three percent of those going public). Second, my research relates the questions of the relative merits of Congress and the SEC with respect to fact-finding and the risk of capture. Finally, the Article answers the critical question the JOBS Act obscured: when, if ever, should we force private firms public?

Repository Citation

Usha Rodrigues, The Once and Future Irrelevancy of Section 12(g) , 2015 U. Ill. L. Rev. 1529 (2015),
Available at: https://digitalcommons.law.uga.edu/fac_artchop/1024