General Solicitation and Advertising of Securities Offerings Online and in Social Media: SEC Guidance
Course Details
- smart_display Format
On-Demand
- signal_cellular_alt Difficulty Level
Intermediate
- work Practice Area
Banking and Finance
- event Date
Tuesday, July 25, 2023
- 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 course will discuss how the meaning of general solicitation in the context of private securities offerings has evolved since the enactment of the JOBS Act and the advent of solicitation online and through social media channels. The program will focus on SEC guidance on general solicitation and other changes to the intrastate offering exemption.
Ms. Schleppegrell counsels asset managers on legal, regulatory, and compliance matters, focusing on advisers to private funds (private equity, hedge, venture capital, infrastructure, real estate, credit) and separately managed accounts. She spent several years in private practice and more recently at the SEC, including in leadership roles in the Division of Investment Management. While at the SEC, Ms. Schleppegrell led the Private Funds Branch during a time of landmark rulemaking impacting private fund advisers—she draws on this experience to advise on current and pending regulations and to guide clients through enforcement and examination proceedings. Ms. Schleppegrell is a frequent speaker on regulatory issues related to the asset management industry. She is an adjunct professor at Fordham University School of Law where she teaches courses on investment management, investment adviser regulation, and corporations. Ms. Schleppegrell also lectures in Fordham’s Advanced Corporate Compliance Institute on topics including governance structures for business entities and the role of fiduciaries. She has served as a guest lecturer at USC Gould School of Law and Georgetown University Law Center.
Ms. Martin counsels public companies and their boards with respect to securities regulation, capital markets transactions, and corporate governance matters, drawing on her long tenure at the U.S. Securities and Exchange Commission in the Division of Corporation Finance. She regularly advises on complex SEC disclosure and compliance issues, including environmental, social, and governance (ESG) considerations and crypto asset matters. Before joining the firm, Ms. Martin served as legal branch chief in the SEC’s Office of Real Estate and Construction, where she oversaw legal reviews of transactional filings and periodic reports filed by a wide range of public companies, including SPACs, REITs, real estate platforms, and real estate–related finance companies. Throughout her more than 13-year career at the SEC, Ms. Martin served in other leadership roles, which included oversight of disclosure filings made by financial institutions, including fintech, marketplace lenders, banks, and bank holding companies as well as offerings of crypto assets, including the first public offerings of tokens, and other crypto exchange-traded products.
Since the enactment of the JOBS Act and the advent of solicitation of private securities offerings via the internet and social media, securities counsel has grappled with redefining the meaning of "general solicitation and general advertising."
The SEC's Compliance and Disclosure Interpretations (C&DIs) and Citizen VC no-action letter provide some guidance and offer flexibility in online offering activities and investor presentation events. They provide guidance on establishing "preexisting" and "substantive" relationships, conveying factual business information, and dealing with angel investors.
Securities practitioners must keep abreast of permissible actions and those that are not. This is true of both Rule 506(b) and (c) offerings and across the board, including other exemptions and state law counterparts.
Listen as our authoritative panel of securities practitioners analyzes how the meaning of general solicitation of securities offerings has been redefined post-JOBS Act in an era of online and social media solicitation and how the landscape for exempt securities offerings has changed.
- Overview of SEC compliance and disclosure interpretations
- When is information merely "factual business information" rather than advertising?
- How do you establish "preexisting" and "substantive" relationships?
- The role of general solicitation in angel investor networks
- The role of general solicitation in demo days, pitch events, VC fairs
- Citizen VC no-action letter
- Establishing preexisting relationships with investors online
- What does it mean for issuers?
- Test the water communications under Regulation A+
- Basic framework of Regulation A+ offerings
- Test-the-water: process and requirements
- Online public solicitation under Regulation A+: practice considerations
- Intrastate offering exemptions and integration of concurrent offerings
- Rule 147: Refreshed with amendments
- Rule 147A: Interstate offers, intrastate sales
- Applicability of new guidance beyond Reg D, Rule 506, and intrastate exemptions
- Other exemptions under the Securities Act and changes in those exemptions
- Actions that constitute an engagement in a "public offering"
- State counterparts
The panel will review these and other key issues:
- What does the SEC guidance mean for issuers and other participants in the offering process?
- How does the guidance for solicitation and advertising in the SEC's C&DIs apply beyond Reg D offerings?
- What is the impact of the new intrastate offering exemptions (Rule 147 and Rule 147A) and raising the Rule 504 ceiling to $5 million?
- How do Section 4(c) platforms intersect with the SEC guidance?
- How do you deal with state blue sky laws that view general solicitation differently than the SEC guidance?
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