On August 26, 2020, the U.S. Securities and Exchange Commission (“SEC”) adopted amendments to the definition of “accredited investor” and related amendments to the definition of “qualified institutional buyer.”  The accredited investor definition is central to the regulation of exempt offerings.  Consistent with the initial proposal, the amendments broaden the categories of individuals and entities

July 16-17, 2020
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This two day program will provide an in-depth review of the basic aspects of the U.S. federal securities laws. Emphasis will be placed on the interplay among the Securities Act of 1933, the Securities Exchange Act of 1934, the Sarbanes-Oxley Act, the Dodd-Frank Act, the JOBS Act, the securities-related provisions

During periods of market volatility, PIPE (private investment in public equity) transactions become an important financing alternative.  During the financial crisis, financial institutions and other companies relied on PIPE transactions to raise significant capital.  For example, in 2007, approximately $65.7 billion was raised in PIPE transactions, while in 2008, approximately $120.9 billion was raised.  The

Recognizing the logistical difficulties of submitting Forms 144 in paper in light of COVID-19 concerns, the SEC’s Division of Corporation Finance (CorpFin) announced last April 10 that it will not recommend enforcement actions for failure to submit Forms 144 in paper if they are emailed instead.  Filers can attach a complete Form 144 as a

April 20-21
For additional details, or to register, please visit the event website.

Please note, PLI’s Private Placements and Hybrid Securities Offerings conference will be held via webcast this year.

This two day PLI seminar will feature panel discussions covering the basics of private placements, resales of restricted securities, Section 4(a)(1-1/2) transactions and block

On March 4, 2020, the Securities and Exchange Commission (“SEC”) proposed amendments to the current framework of registration exemptions and safe harbors. The SEC’s proposal is a first step following the release of its June 2019 concept release in which the SEC solicited public comment on possible ways to simplify, harmonize, and improve the exempt

The Securities and Exchange Commission will hold an open meeting on March 4, 2020 in order to consider whether to propose rule amendments that would simplify, harmonize, and improve certain aspects of the framework for exemptions from registration under the Securities Act of 1933 to promote capital formation while preserving or enhancing important investor protections.

The Securities and Exchange Commission announced the agenda for the December 11, 2019 meeting of the Small Business Capital Formation Advisory Committee. The Committee will continue to focus on topics raised in the SEC’s Harmonization Concept Release, which requested comment on the current framework for exempt offerings, and will seek to develop potential recommendations to

SEC Chair Clayton has noted in many public remarks that the growth of the private capital markets have outpaced the U.S. public markets.  Many of the most promising companies now choose to defer their IPOs and remain private, raising capital in successive exempt offerings.  While the JOBS Act brought about a number of changes to,

On June 18, 2019, the US Securities and Exchange Commission (SEC) issued a concept release soliciting “comment on possible ways to simplify, harmonize, and improve the exempt offering framework to promote capital formation and expand investment opportunities while maintaining appropriate investor protections.” Under the Securities Act of 1933, as amended (Securities Act), every offer and