This practice note provides practical guidance for counsel working on a registered direct offering (“RDO”). An RDO is a public offering of securities sold on a best efforts basis by a placement agent engaged by an issuer to introduce the issuer to potential investors. An RDO is generally targeted to a select number of accredited and institutional investors, although it may be sold to non-accredited investors. Issuers find RDOs an attractive option when they are seeking to test the market or conduct an offering without attracting much market attention.
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