On May 3, 2016, the Securities and Exchange Commission (SEC) approved its final rules implementing Section 12(g) Exchange Act registration, termination, and suspension of reporting provisions under the JOBS Act. The rules amend Exchange Act Rules 12g-1 through 12g-4 and Rule 12h-3 to reflect thresholds as required under the JOBS Act. These rules include thresholds applicable to bank holding companies and savings and loan holding companies. In issuing the final rules, the SEC noted in a press release that this concludes all required rulemaking of the SEC under the JOBS Act. A copy of the SEC’s Release and the final and proposed rules is available here.

Under the final rules, a non-bank/non-bank holding company issuer must register a class of equity securities under the Exchange Act if its assets exceed $10 million and the securities are "held of record" by either 2,000 persons, or 500 non-accredited investors. An issuer that is a bank, bank holding company, or savings and loan holding company is subject to registration if it has more than $10 million of total assets and the securities are "held of record" by 2,000 or more persons. 

The "held of record" definition was modified to provide that in making this calculation, an issuer may exclude securities held by persons who received them under an employee compensation plan in transactions exempt from, or not subject to, the registration requirements of Section 5 of the Securities Act and in some cases, securities held in exchange for securities received under an employee compensation plan. The SEC adopted a non-exclusive safe harbor for consideration of these matters.

In a separate release, on May 6, 2016, the SEC and Federal regulators (the Agencies) issued a joint proposed rule on Incentive-Based Compensation Arrangements applicable to covered financial institutions (generally financial institutions with $1 billion or more in assets). The proposed rule replaces a prior April 2011 proposal and is designed to fulfill Section 956 of the Dodd-Frank Act to (1) prohibit incentive-based payment arrangements that the Agencies determine encourage inappropriate risks by certain financial institutions by providing excessive compensation or that could lead to material financial loss; and (2) require those financial institutions to disclose information concerning incentive-based compensation arrangements to the appropriate Federal regulator. Comments on the joint proposed rule are due to the appropriate Federal regulator by July 22, 2016. A copy of the proposed Incentive-Based Compensation Arrangements joint rule is available here.