Private Placements

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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…

The article, part of the Thomson Reuters Practical Law Global Guides to Debt Capital Markets Law and Equity Capital Markets Law, examines the various exemptions available for the resale of restricted and control securities under the US Securities Act of 1933 (as amended), the conditions applicable to the use of these exemptions and other relevant…

Section 926 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd Frank”) requires the Securities and Exchange Commission (“SEC”) to adopt rules that would make the exemption from registration under the Securities Act of 1933 (“Securities Act”) provided by Rule 506 of Regulation D thereof unavailable for any securities offering in which certain…

March 26, 2020
4:30 – 5:15 PM ET
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Many companies may be considering capital-raising transactions, including a private placement or PIPE transaction.  Your transaction will be affected by the requirements of the securities exchanges to seek shareholder approval in certain circumstances.

During this webcast, we will address:

  • Change of control issues;
  • Stock sales

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April 20-21, 2020
1177 Avenue of the Americas
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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 trades. Partner Anna Pinedo will serve as chairperson of the program and partner Marlon Paz…

FINRA’s 2020 Risk Monitoring and Examination Priorities Letter identifies a number of areas of focus for the examination program in the coming year.  Here we highlight particular areas of focus for capital markets practitioners:

  • Private placement retail communications and online distribution platforms:  FINRA will review how member firms use social media and other platforms in

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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,…

At the Economic Club of New York, in keynote remarks, Chair Clayton reviewed the Securities and Exchange Commission’s recent initiatives.  He highlighted the Commission’s adoption of Regulation Best Interest (Reg BI).  Repeating a common theme, Chair Clayton discussed concerns relating to increased reliance on the private capital markets.  Clayton noted that, while twenty-five years ago,…

FINRA has released guidance, in question-and-answer format, with respect to FINRA member firm requirements to make filings under FINRA Rule 5122 and Rule 5123.  The Q&A addresses a number of frequently asked questions, including whether a placement agent may file on its behalf and on behalf of other placement agents, the types of materials that…