Reg A and Reg D: Evolving Securities Exemptions for Private Offerings

Mr. Ross provides practical securities law guidance to fund managers and emerging growth companies on capital raising, governance, and compliance. He has more than 20 years of experience advising clients across the U.S., Asia, and Africa. Mr. Ross regularly represents private equity and venture capital fund sponsors on all aspects of the fund lifecycle, from initial structuring to final distribution, with clients ranging from top-tier alternative asset managers to solo general partners of micro-funds and special purpose vehicles (SPVs). His practice includes advising on compliance with the Investment Company Act of 1940 and the Investment Advisers Act of 1940, and he also frequently represents fund investors. In addition to his fund practice, Mr. Ross counsels emerging growth companies on public and private capital formation and secondary transactions. His public company work includes offerings and transactions involving SPACs and de-SPACs. On the private side, his experience spans offerings under Regulation D, Regulation A, and Regulation Crowdfunding, as well as resales under Rule 144, Section 4(a)(1½), and Section 4(a)(7). Recognized for his extensive knowledge of exempt transactions, he has testified in court as an expert on securities law matters. Mr. Ross is the creator and host of the ABA podcast series VC Law and is active in the Business Law Section of the ABA. He has participated in drafting several of the ABA’s comment letters to the SEC regarding various proposed rules or requests for comments. Mr. Ross is on the ABA Business Law Section’s Content Board and is the current ABA Editorial Board Producer for Securities Law.

Mr. Stephenson, Partner with CrowdCheck Law and Chief Product Officer with the affiliated due diligence company, CrowdCheck, is an entrepreneurial attorney focused on assisting small and early-stage businesses with exempt offerings under the Securities Act, especially related to online securities offerings for Regulation A and Regulation Crowdfunding. With his experience with these exemptions, Mr. Stephenson has helped structure innovative funding strategies for operating companies, real estate projects, and asset fractionalization. Prior to joining CrowdCheck, he was involved with evaluating internal company communications and reports as part of complex civil litigation matters. Mr. Stephenson has also worked for the United States Congress, handling a wide range of policy areas.