About the Course
Introduction
This CLE webinar will discuss private offering registration exemptions, including key differences among them from a flexibility, disclosure, and documentation perspective, so you can select the best exemption for each client and context.
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 applicable securities laws. Securities offerings continue to be a key source of financing for companies, and most private companies choose to issue securities in private placements to avoid the time and expense of the registration process. However, these registration exemptions have various restrictions and limitations, including the purchasers who can participate, the fundraising methods, and, for certain exemptions, limits on the amount of capital issuers can raise.
The most commonly used framework for private offerings is Regulation D under the Securities Act of 1933, most notably its safe harbors Rule 506(b) and Rule 506(c). Companies may also rely directly on Section 4(a)(2), outside of the Regulation D safe harbors, which can lead to confusion regarding how these approaches differ in practice. Two other important frameworks are Regulation S for offshore offerings and Regulation A, a limited public offering regime. The webinar will also cover several other exemptions.
The choice of how to conduct an unregistered offering begins with identifying an available exemption that aligns with the client’s capital-raising objectives. However, the choice does not end there. Statutes, case law, market practice, deal context, and transaction risk profile often impact decisions concerning offering documentation (including PPMs, if applicable), disclosure practices, investor qualification (including determinations of accredited investor status), regulatory filings, ongoing disclosures, and other compliance matters. All of these factors affect the cost of each private offering and the relative value of each exemption for that specific offering.
Listen as our authoritative panel of securities attorneys guides you through how to navigate private offering registration exemptions competently and efficiently. The panel will provide updates on the latest trends, rules governing private securities offerings, and offer practical tips for navigating private offerings.
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.
Mr. Hobson is an experienced securities, corporate, and transactional lawyer. His legal work ranges from helping founders of startups or other entrepreneurs form their entity, raise capital, enter into joint venture projects or other contractual arrangements, to representing companies acquiring other companies or being sold. During his career, Mr. Hobson has assisted clients in structuring and documenting mergers and acquisitions (including preparing and filing Premerger Notification Report Forms with the U.S. DOJ and FTC as required under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 for large M&A deals that satisfy the applicable thresholds), complex purchase and distribution arrangements, commercial finance transactions, secured lending deals governed by Article 9 of the Uniform Commercial Code, private placements (including EB-5 projects), joint venture deals, asset-based lending matters, cross-border transactional matters, corporate governance matters, and intellectual property matters, including technology transfer arrangements.
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). In addition to his fund practice, he counsels emerging growth companies on public and private capital formation and secondary transactions. Mr. Ross's private offerings experience spans Regulation D, Regulation A, and Regulation Crowdfunding offerings, 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 host of the American Bar Association podcast VC Law, and recently authored a book on venture capital law.
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This 90-minute webinar is eligible in most states for 1.5 CLE credits.
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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. Evaluating structures
V. Identifying risk factors, disclosures, and reporting obligations
VI. State law concerns
VII. 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?
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