BarbriSFCourseDetails
  • videocam Live Webinar with Live Q&A
  • calendar_month May 27, 2026 @ 1:00 PM ET/10:00 AM PT
  • signal_cellular_alt Intermediate
  • card_travel Banking and Finance
  • schedule 90 minutes

Unregistered Securities Offerings: Choosing the Appropriate Exemption; Documents and Disclosures; Recent Trends

Early Bird Pricing!
MSRP
$347.00
$294.95
Save $52.05

Discount expires 5/13/26

This course is $0 with these passes:

CLE
ALL
  1. keyboard_arrow_leftBack
BarbriPdBannerMessage

About the Course

Introduction

This CLE webinar will discuss the procedures, recent trends, and updates for raising capital via unregistered securities offerings. The panel will explore selecting the appropriate registration exemption, structuring the offering, preparing the appropriate documents, and closing the transaction.

Description

An unregistered offering is the offer and sale of securities in a transaction that is not registered with the SEC in reliance on an exemption from registration under the Securities Act of 1933. Securities offerings continue to be a key source of financing for companies, and most companies choose to issue securities in private placements to avoid the time and expense of the registration process. However, most of the registration exemptions allowing for private placements also limit the kinds of purchasers who may participate in these sales.

The most common registration exemption is Regulation D, promulgated (largely) under Section 4(a)(2) of the Securities Act, most notably its safe harbors Rule 506(b) and Rule 506(c). Companies can also use Section 4(a)(2) itself, which can lead to confusion regarding the difference between these exemptions. Two other important exemptions are Regulation S and Regulation A.

There are several steps involved when conducting an unregistered/private placement offering. These steps include determining the type of offering that best meets the client's fundraising needs and goals; drafting the offering documents (including the private placement memorandum, if applicable) and other disclosures; determining the accredited investor status of the investors; filing the notice of exempt offering (Form D) with the SEC; complying with state securities laws; conducting the offering by marketing and selling securities to investors; closing the transaction; and providing ongoing disclosures if required.

Listen as our authoritative panel of securities attorneys guides you through an unregistered/private placement offering. The panel will provide updates on the latest trends, rules governing private securities offerings, and offer practical tips for each step of the process.

Presented By

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.

expand_circle_down Expand to View Full Bio expand_circle_up Collapse Bio
Gary J. Ross
Partner
McCarter & English

Mr. Ross has more than 20 years of experience advising clients across the US, Asia, and Africa. He 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). Mr. Ross's 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, he counsels emerging growth companies on public and private capital formation and secondary transactions. Mr. Ross's 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.

expand_circle_down Expand to View Full Bio expand_circle_up Collapse Bio
Credit Information

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


  • Live Online


    On Demand

Date + Time

  • event

    Wednesday, May 27, 2026

  • schedule

    1:00 PM ET/10:00 AM PT

I. Unregistered securities offerings overview, legal updates, and current trends

II. Registration exemptions and safe harbors

III. Comparing Regulation D with a Regulation S, Regulation A, or 4(a)(2) offering

IV. Structuring the unregistered offering

V. Identifying risk factors, preparing disclosures, and reporting obligations

VI. State law concerns

VII. Closing the transaction

VIII. Potential future reforms of Regulation D

IX. Key takeaways

The panel will address these and other critical issues:

  • What are the key factors when selecting the appropriate safe harbor/exemption from registering an offering with the SEC?
  • What are the legal considerations when preparing offering materials and drafting purchase agreements?
  • What are key transaction risk factors, reporting obligations, and disclosure requirements?