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  • videocam On-Demand
  • card_travel Banking and Finance
  • schedule 90 minutes

Private Offering Exemptions and Blue Sky Laws: Avoiding State Compliance Pitfalls

Disclosure and Filing Requirements, Financial Statements, Broker Exemptions

$347.00

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Description

Securities offerings must be registered or exempt from registration under both federal and state securities laws. The National Securities Markets Improvement Act of 1996 (NSMIA) amended the Securities Act to preempt state "blue sky" registration and review of "covered securities." However, Regulation D Rule 504 offerings, intra-state offerings, and registered direct or initial public offerings must still comply with state blue sky laws.

Many states have adopted the Uniform Securities Act of 1956 (the Uniform Act), but while some states have exemptions that complement federal exemptions, others do not. Notice requirements, standards of merit review (and review time), disclosure requirements, and filing forms in addition to the standard Form D in exempt offerings can vary from state to state.

Some of the larger states are also the most problematic. New York focuses on the registration or exemption from the registration of brokers rather than offerings. California requires notice filings for small offerings, and Florida has recission rights and unique exemptions from broker/dealer/sales agent registration for principals of the issuer.

Listen as our authoritative panel discusses best practices to ensure compliance with various blue sky laws and some noteworthy pitfalls to avoid.

Presented By

Nancy Fallon-Houle
Business, Corporate, M&A and Securities Lawyer
Velocity Law, LLC

Ms. Fallon-Houle handles the deal docs and legal work for Issuers raising private investor capital in seed round, angel round or next stage rounds of financing, and business entity matters. She prepares the deal docs and SEC & state securities law compliance on private capital raises. Ms. Fallon-Houle helps prepare a business for due diligence in a sale or in an investor capital raise. On the corporate law and business law side, she handles Corporate governance, Corporate “cleanup”, and general counsel-type items for businesses. Ms. Fallon-Houle writes Shareholder, Partner & LLC agreements (and liaison with the business owner’s estate planning lawyer); Contracts for the business’s customers, clients, vendors & suppliers; Adding or removing  partners of a business or investment; Nondisclosures & noncompete agreements, Equity compensation for executives and key employees (from both the executive side and company side). She handles Incorporations and LLC formations, in some situations on a flat fee. Ms. Fallon-Houle focuses one of her areas of law practice on Startup businesses, and the legal complexities that can arise for them.

Martin A. Hewitt
Special Counsel
Fried Frank Harris Shriver & Jacobson LLP

Mr. Hewitt has many years of experience regarding state securities law (Blue Sky Law). His practice includes a deep understanding of compliance issues relating to the registration, or exemption from registration, of securities, broker-dealers, registered representatives of broker-dealers, investment-advisers, and investment adviser representatives. He works diligently with clients seeking to understand the complexity of the regulatory process in these substantive areas; particularly as they apply to BDC and REIT state registration. Mr. Hewitt's broker-dealer experience also includes serving as counsel with respect to all stages of broker-dealer formation. Mr. Hewitt structures documentation relating to written supervisory procedures, pre-membership interviews with FINRA, and state registration. Other areas in which Mr. Hewitt has particular knowledge include broker-dealer merger and change of control matters, and responding to inquiry letters from FINRA relating to various matters including formation and merger, FINRA corporate finance rules, as well as potential violations of FINRA, and federal, and state statutes, rules, and regulations. Mr. Hewitt is immediate past, current Vice Chair, and incoming Chair of the Committee on the State Regulation of Securities of the ABA. Additionally, he is Vice Chair of the ABA Task Force on Private Placement Brokers, and Vice Chair of the ABA Task Force on ICO Trading and Market Making.

Credit Information
  • This 90-minute webinar is eligible in most states for 1.5 CLE credits.


  • Live Online


    On Demand

Date + Time

  • event

    Monday, June 13, 2022

  • schedule

    1:00 p.m. ET./10:00 a.m. PT

  1. State "blue sky" laws and NSMIA
    1. Covered securities
    2. Offerings subject to state registration and review
  2. Common themes and variations in state requirements
    1. Notice and filing requirements
    2. Standards of merit review (and time to review)
    3. Accredited Investor standards
    4. Disclosure requirements: required legends on offering materials
    5. Forms in addition to the standard Form D in exempt offerings
    6. Financial statements: audited vs. unaudited
  3. Noteworthy states

The panel will review these and other vital issues:

  • How does NSMIA define "covered securities," and what kinds of offerings are excluded from the definition?
  • Which states require filings in addition to Form D, and what do they typically cover that Form D does not?
  • How do standards of review vary among the states?
  • Are there uniform disclosures that might satisfy all of the states?