mr. trotter? >> well, as i indicated in my written testimony, i'm not in a position to talk about any particular ipo or company. but i will say that in the area of analyst research, by far and away, all of the protections that were developed in the last decade remain in place. and are unchanged as a result of the jobs act. there were some changes, and many of those changes relating to that area still need to be implemented through interpretation and other interpretation by the regulator in that area. >> mr. moskowitz, your comments. >> with respect to the global analysts' research settlement, yes, that's my understanding, as well. one concern with the changes that were made in the jobs act is that if you allow analysts to meet with prospective clients, that there's a possibility you can have analysts meeting clients -- meeting companies that want to come public, and that way the underwriters can say here's our analyst, he's got a nice suit, he'll write nice things about your company and we'll give

mr. trotter points out it leads prospectus. the information is just gratuitous or ignored. if i was presented 200 pages, i would quickly, evelyn bowood wod be proud of me. when you have these road shows and their very, very useful, i presume. is that accurate? >> i think so. i tell my students that you get more information when company is an ipo than at any other time. there's so much in the prospectus. when we do case studies the we go through the risk factors and they'll have stories and extra detail. you find out how the company does business, how the model works from that detail disclosure. you don't have to read all of it and look through for what you need and hopefully it's there. >> your comment. >> we would read it cover to cover prior to meeting with the company so as be able to use the meeting time most effectively. there's a tremendous amount of information available. it brings about the question about the jobs act is investors have less time to study the prospectus given they can be filed confidentially. >> how will that impact you as an investor that wants to i

mr. joe h. trotter, a partner at lathe am watkins and co chair of the practice group and deputy chair of the corporate department in the washington, d.c. office. his focus is on capital markets transactions, mergers and acquisitions, securities regulation and general corporate matters. thank you. and finally, our last witness is mr. ilan moscovitz, a senior analyst for the motloey fool, a global financial services company and is a tireless advocate for investors specializing in financial reform, macro economics and shareholder rights. his research has been cited numerous times in the national press. we thank you all for being here. all of your testimony will be made part of the record in its entirety, and i would ask you to summarize it within five minutes. and we'll begin with dr. sherman. dr. sherman. >> chairman reid, thank you for inviting me to testify today. my research has been primarily on ipo methods in various countries with different methods. one of the points i want to make today is that the

mr. trotter?as i indicated in the written testimony, i'm not in a position to talk about a particular ipo or company, but i will say in the area of analyst research that i point all protections in the last decade remain unchanged as a result of the jobs act. there were some changes, and many. -- and many of the changes relate to the area that need to be implemented through other interpretations by the regulators in that area. >> with respect to the global analyst research settlement, yes, that's my understanding as well. one concern with the changes made in the jobs act is that if you allow analysts to meet with perspective clients, that there's possibility you can have meeting clients -- meeting companies that want to become public, and that way underwriters can say, hey, here's our acknowledgement. write nice things about your company. you know, we'll give you a strong buyer. in the 1990s, companies were becoming public and they got good buy recommendations from analysts. with respect to faceboo

mr. trotter, brought up merit regulation, which might understanding is there is not merit regulation, isthat is correct. it is a matter of degree. when you require -- there are instances when disclosure can veer into merkel prado -- into merit regulation. that would be pure disclosure. requiring specific disclosure about specific topics, or requiring companies to comply with substantive standards that are not simply about disclosing to investors all of their material information, then you are veering into merit regulation. >> my understanding is that the sec cannot refuse registration because they reject a business model. they require you to spell out in excruciating detail, and that is not merit regulation. it is setting up a straw man where they say the fight is against mayor regulation. we did not have merit regulation. do you consider we have merit regulation? >> no, i did not think so, and that is very important. in other countries, they give investors much less information and rely on metrics such as as the company to earn a profit for the last two years, and if not, you cannot go

trotter and mr. moscovitz about the issue advised to us going forward. dr. sherman? >> i think, and i tell my students that one of the great strengths of the u.s. economy really is the fact that we focused on giving investors the information they need and letting them decide for themselves. so many countries take a much more paternalistic approach, and you end up losing a lot of great companies and funding a lot of bad companies that way. so i hope that the u.s. will focus on giving people as much information as possible, and then having them take responsibility for their decisions. >> ms. buyer? >> i would agree with dr. sherman's comments all the way along the way. i would say that the promise of a public offering spurs many individuals and at least all over the country, but certainly in silicon valley where i live to try new ideas that turn into the large companies that never existed and suddenly employee thousands and thousands of people. the markets are tremendously important, and mostly not broken. mostly they suffer through swings according to risks in the mar