Why Obama’s JOBS Act Couldn’t Suck Worse

Taibblog

Then the JOBS Act happened.

In fact, one could say this law is not just a sweeping piece of deregulation that will have an increase in securities fraud as an accidental, ancillary consequence. No, this law actually appears to have been specifically written to encourage fraud in the stock markets.

Ostensibly, the law makes it easier for startup companies (particularly tech companies, whose lobbyists were a driving force behind its passage) to attract capital by, among other things, exempting them from independent accounting requirements for up to five years after they first begin selling shares in the stock market.

The law also rolls back rules designed to prevent bank analysts from talking up a stock just to win business, a practice that was so pervasive in the tech-boom years as to be almost industry standard.

But the big one, to me, is the bit about exempting firms from real independent tests of internal controls for five years.

In other words, how does letting www.investonawhim.com go to market (and stay on the market for five years!) without publishing real numbers actually help the industry attract more financing in general, when the whole point of all of these controls is to make investment a less risky experience for the investor?

CNN explained the reasoning behind that exemption:

too expensive for a publicly-listed company with billion-dollar ambitions to hire an accountant? That almost sounds like a comedy routine:

INVESTOR: Sounds hot! Where do I send the check?

In the same way, get ready for an avalanche of shareholder suits ten years from now, since post-factum civil litigation will be the only real regulation of the startup market. In fact, there are already supporters talking up future lawsuits as an appropriate tool to replace the regulations being wiped out by this bill.

spinning” and “laddering,”, wherein banks artificially pumped up startup stocks in exchange for future business, or rigged the IPOs so that they would have fake “bumps” in investment at pre-arranged times.

Sometimes the companies themselves were the victims in the fraud scams, and sometimes the company executives were beneficiaries of fraud. But in virtually all of these schemes, the casual investor was the big dupe in the con. When the dot-com bubble finally collapsed, costing the world about $5 trillion in losses, the major victims were ordinary people. We can expect a replay of the same thing now, only on a much bigger scale.

Steve Case, former co-founder of AOL and a veteran of multiple accounting fraud scandals, who was recruited by both parties to lobby the bill). There are also some remarkable contradictions in the arguments the bill’s supporters made when they pushed for the bill’s passage. Anyway, more on this to come.