Unregistered Securities Offerings: Choosing the Appropriate Exemption; Documents and Disclosures; Recent Trends
Course Details
- smart_display Format
On-Demand
- signal_cellular_alt Difficulty Level
Intermediate
- work Practice Area
Banking and Finance
- event Date
Tuesday, May 28, 2024
- schedule Time
1:00 p.m. ET./10:00 a.m. PT
- timer Program Length
90 minutes
-
This 90-minute webinar is eligible in most states for 1.5 CLE credits.
This CLE webinar will discuss the procedures and recent trends and updates for raising capital via unregistered securities offerings. The panel will explore selecting the appropriate registration exemption, structuring the offering, preparing the appropriate documents and disclosures, and closing the transaction.
Mr. Ross focuses his practice on securities law, venture capital and private equity, and corporate governance. He has extensive experience advising as to SEC-registered and exempt capital markets transactions. Before founding Ross Law Group in 2013, he worked at Sidley Austin and Alston & Bird, as well as the Department of the Treasury, where he was part of the Troubled Asset Relief Program. Mr. Ross is the host of the American Bar Association podcast VC Law, and has served as an adjunct professor at Brooklyn Law School for the past five years.
Ms. Herman focuses on representing public and private companies and financial institutions in cross-border capital markets, private equity, and financing transactions, particularly those involving Latin American projects or parties. Her experience includes debt and equity offerings pursuant to Rule 144A/Regulation S, cash flow securitizations, and private placements across a variety of industries including the energy and infrastructure sectors. Ms. Herman also advises on periodic SEC reporting obligations and regulatory and compliance matters under the U.S. securities laws.
Mr. Cenkus focuses his practice on business law, and serves as a consultant to startups. He has extensive experience in startup formations and founder issues, business finance, mergers and acquisitions, and joint ventures. He previously practiced with Skadden Arps and Andrews Kurth, and also served as general counsel for a publicly traded company. He has written on public benefits corporations, and authored the article, Corporate Law Gets Progressive – All About Benefit Corporations.
An unregistered offering is the offer and sale of securities in a transaction that is not registered with the SEC in reliance on an exemption from registration under the Securities Act of 1933. Securities offerings continue to be a key source of financing for companies, and most companies choose to issue securities in private placements in order to avoid the time and expense of the registration process. However, most of the registration exemptions allowing for private placements also limit the kinds of purchasers who may participate in these sales.
The most common registration exemption is Regulation D, promulgated (largely) under Section 4(a)(2) of the Securities Act, most notably its safe harbors Rule 506(b) and Rule 506(c). Companies can also use Section 4(a)(2) itself, which can lead to confusion regarding the difference between these exemptions. Two other important exemptions are Regulation S and Regulation A.
There are several steps involved when conducting an unregistered/private placement offering. These steps include determining the type of offering that best meets the client's fundraising needs and goals; drafting the offering documents (including the private placement memorandum, if applicable) and other disclosures; determining the accredited investor status of the investors; filing the notice of exempt offering (Form D) with the SEC; complying with state securities laws; conducting the offering by marketing and selling securities to investors; closing the transaction; and providing ongoing disclosures if required.
Listen as our authoritative panel of securities attorneys takes you through the steps in conducting an unregistered/private placement offering. The panel will provide updates on the latest trends and rules governing private securities offerings and offer practical tips and guidance for each step of the process.
- Overview: unregistered securities offerings
- Recent legal updates and current trends
- Registration exemptions and safe harbors
- Comparing Regulation D with a Regulation S, Regulation A, or 4(a)(2) offering
- Structuring the unregistered offering
- Identifying risk factors
- Preparing disclosures
- Reporting obligations
- State law concerns
- Closing the transaction
- Potential future reforms of Regulation D
- Key takeaways
The panel will address these and other critical issues:
- What are the key factors when selecting the appropriate safe harbor/exemption from registering an offering with the SEC?
- What are the legal considerations when preparing offering materials and drafting purchase agreements?
- What are key risk factors to be aware of with these transactions?
- What are the reporting and disclosure requirements?
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