The Senate Banking Committee recently considered various securities-related bills, including the following:

  • S. 536 Cybersecurity Disclosure Act, which would require that a public company disclose whether a cybersecurity expert is on its board of directors;
  • The 8-K Trading Gap Act of 2018, which would ban trading by insiders during the period of time between when directors and officers become aware of material nonpublic information and the date on which such information is disclosed in a Current Report on Form 8-K;
  • S. 588 Helping Angels Lead Our Startups Act, or the HALOS Act, which clarifies whether certain communications, including presentations made at demo days and similar events, would constitute general solicitation;
  • S. 2126 Fostering Innovation Act of 2017, which would extend the Sarbanes-Oxley Section 404(b) exemption for an additional five years for former emerging growth companies (EGCs) that maintain a public float below $700 million and average annual revenues below $50 million; and
  • S. 2347 Encouraging Public Offerings Act of 2018, which would extend the ability to test the waters to non-EGCs.

While it is not clear whether these and some of the proposed bills introduced in the House of Representatives will be adopted or even consolidated into “JOBS Act 2.0”- type legislation, many of these are consistent with the recommendations contained in the U.S. Treasury’s report on capital markets, as well as with measures introduced in prior sessions of Congress that garnered bipartisan support.

 

May 21 – 22, 2018

PLI New York Center
1177 Avenue of the Americas
(2nd Floor)
New York, NY 10036

Join PLI’s expert faculty of leading practitioners and regulators as they discuss and analyze the changing regulatory framework and market for private offerings. The faculty will begin by addressing the basics of private placements, sales of restricted securities, Rule 144 and Section 4(a)(1-1/2) transactions and block trades. Speakers will also address the changes to private and exempt offerings brought about by the JOBS Act, including matchmaking platforms, “accredited investor” crowdfunding, offerings using general solicitation, Rule 144A offerings, and the practical implications of these changes for issuers, broker-dealers and investment advisers. Panelists will discuss the considerations that have led many companies to remain private longer and defer IPOs, while creating liquidity opportunities for holders through private secondary trading markets. Panelists will also address the basics of traditional private placements, PIPE transactions, and Rule 144A transactions, as well as recent developments affecting each of these capital-raising alternatives.

Partner Anna Pinedo will serve as chairperson for this event and will speak on the “Welcome and Introduction to Private Placements and Hybrid Financings” panel on day one of the conference and on the “Welcome and Introduction to Conducting Hybrid Offerings” panel on day two. Partner Michael Hermsen will speak on the “Regulation A Offerings” panel on day one.

To register for this conference, or for more information, please click here.