- videocam Live Online with Live Q&A
- calendar_month December 9, 2025 @ 1:00 p.m. ET./10:00 a.m. PT
- signal_cellular_alt Intermediate
- card_travel Banking and Finance
- schedule 90 minutes
Securities Law Issues in M&A Deals: Exemptions From Registration, Required Disclosures
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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.
Presented By
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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This 90-minute webinar is eligible in most states for 1.5 CLE credits.
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Live Online
On Demand
Date + Time
- event
Tuesday, December 9, 2025
- schedule
1:00 p.m. ET./10:00 a.m. PT
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?
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