Friday, July 27, 2012

What is an Emerging Growth Company?

When I hear the term "emerging growth company" I have visions of a computer company operating out of a garage in Silicon Valley.  Or maybe a telecom start-up company in Richardson's Telecom Corridor.  One image I certainly do not have is 134-year old English soccer team from Manchester, England.  But that is exactly one of the beneficiaries of the EGC-status conferred by the federal Jumpstart Our Business Startups (JOBS) Act. 

The JOBS Act created the term Emerging Growth Company and conferred upon EGC's many benefits under the federal securities laws, including fewer financial disclosure obligations.  To be an EGC, a company must have annual revenues of less than $1 billion, have had its IPO after December 8, 2011, have been public for less than five years, and have a public float of its stock of less than $700 million.  I wrote an article on the JOBS Act available here:

I just got back from a family vacation to London where I heard that Manchester United, perhaps the world's most famous soccer team, is going public and will be listed on the New York Stock Exchange.  Somehow, I don't think the 75,000 fans that regularly attend their games at Old Trafford Stadium will fit inside any garage in Silicon Valley.  But just because Manchester United doesn't fit my image of an Emerging Growth Company doesn't mean they don't fit the definition enacted by Congress under the JOBS Act.

Manchester United's registration statement is available here:

As a supporter of the rival English soccer club, Chelsea, I can't say I'd be that upset if the risk factor set forth on page 17 of the registration statement comes to pass: ("[Manchester United] cannot ensure that our first team will be successful in the Premier League or in the other leagues and tournaments in which it plays.  Relegation from the Premier League or a general decline in the success of our first team, particularly in consecutive seasons, would negatively affect our ability to attract or retain talented players and coaching staff, as well as supporters, sponsors and other commercial partners, which would have a material adverse effect on our business, results of operations, financial condition and cash flow.").

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