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Course Details

Course Information
  • smart_display Format

    Live Online with Live Q&A

  • signal_cellular_alt Difficulty Level

    Intermediate

  • work Practice Area

    Banking and Finance

Date & Time
  • event Date

    Tuesday, December 9, 2025

  • schedule Time

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

  • timer Program Length

    90 minutes

Credit Information

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


  • Live Online


    On Demand

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$347.00
$294.95
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Discount expires 10/22/25

This course is $0 with these passes:

CLE
ALL

This CLE webinar will explore the securities law compliance issues in M&A transactions. The program will focus on the most commonly used safe harbor for an exemption from registration under the Securities Act of 1933, Regulation D, and how to use it in an M&A transaction. The panel will also discuss the requirements of Regulation D and provide an overview of integration considerations, required disclosures, and the limitations of general solicitation and advertising to target shareholders.

Faculty

Brett A. Cenkus
Attorney
Cenkus Law

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. Mr. Cenkus 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.

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Description

A transfer of stock as part of the sale of a business in an M&A transaction is considered a securities offering under the Securities Act, as is the issuance of new stock to shareholders of another company in exchange for their shares of stock. Due to costliness and the complexities of registration requirements, issuers often seek an exemption from the Act.

The Section 4(a)(2) exemption and Reg D safe harbors are the most common exemptions used for stock issued as part of a merger or acquisition. Reg D prohibits public solicitation and advertising and limits the ability to sell securities to nonaccredited purchasers. Also, the securities are restricted and subject to limitations on resale.

Penalties can be steep, and mistakes can be costly to the deal, so counsel must carefully consider securities law implications before structuring the transaction and closing the deal.

Listen as our authoritative panel examines the applicability of the Securities Act to a stock transfer or issuance in an M&A deal. The panel will provide guidance on choosing the right registration exemptions for common M&A situations and advising clients on appropriate disclosure documentation and integration issues.


Outline

I. Spotting securities law issues in the M&A context (not always easy!)

II. Overview of U.S. securities laws

A. Securities Act of 1933

B. Securities and Exchange Act of 1934

C. General nature of securities regulation in this arena

III. Choosing registration exemptions for common M&A situations

A. Section 4(a)(2) private offering exemption

B. Regulation D Rule 506(b), including using nonaccredited investors

C. General solicitation under Regulation D Rule 506(c)

D. Navigating state "blue sky" laws

E. Advising clients on appropriate disclosure documentation

IV. M&A adviser regulation due to securities law considerations

A. Understanding how investment bankers navigate this arena vs. business brokers to help clients avoid messy engagements

B. The current state of federal law

C. State law developments

Benefits

The panel will review these and other key issues:

  • When is there a sale of securities in the M&A context?
  • What are the required disclosures for nonaccredited investors under Rule 502 in the M&A context?
  • What challenges arise in the M&A context concerning soliciting target shareholders?