News & Analysis as of

Exemptions Private Placements

Whitman Legal Solutions, LLC

Rule 506 Offerings Continue to be Popular with Real Estate Companies

Like an accordionist, real estate sponsors often seek to be innovative. Cutting-edge opportunities like crowdfunding and online selling platforms call to them. However, based on statistics from the Securities and Exchange...more

Stikeman Elliott LLP

CSA Announce Temporary SEDAR+ Filing Exemption for Foreign Issuer Private Placements

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On July 20, 2023, the Canadian Securities Administrators (“CSA”) announced a  temporary exemption (the “Exemption”) from the requirements to transmit a Form 45-106F1 Report of Exempt Distribution (“Report of Exempt...more

Dorsey & Whitney LLP

Raising U.S. Funds Under Canada’s New “Listed Issuer Financing Exemption”

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​​​​​​​As many of our readers will have heard, the Canadian Securities Administrators (“CSA”) has announced the adoption of a new prospectus exemption for certain reporting issuers listed on a Canadian stock exchange (the...more

Stikeman Elliott LLP

OSC Extends Exemption From Underwriting Conflict Disclosure Requirements for Foreign Private Placements

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On March 1, 2022, the Ontario Securities Commission (OSC) made an order extending the blanket relief issued in February 2021 that provides an exemption from underwriting conflicts disclosure requirements for foreign private...more

Whitman Legal Solutions, LLC

SEC Changes Disclosure Requirements for Rule 506(b) Offerings

On November 2, 2020, the Securities and Exchange Commission (SEC) amended several rules to harmonize requirements for exempt offerings, which will be effective in 2021 (60 days after publication in the Federal Register). The...more

Eversheds Sutherland (US) LLP

SEC proposes exempting certain finders from broker registration

On October 7, 2020, the US Securities and Exchange Commission (SEC) proposed granting exemptive relief from the broker registration requirement in Section 15 of the Securities Exchange Act of 1934, as amended (the Exchange...more

Buchalter

SEC Amends Definition of Accredited Investor

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On August 26, 2020, the Securities and Exchange Commission (SEC) adopted long anticipated amendments to the “accredited investor” definition. The SEC said that the amendments are intended to update and improve the definition...more

Jones Day

Temporary Exemption From Broker Registration for Municipal Advisors

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The U.S. Securities and Exchange Commission ("SEC") has granted a temporary exemption from broker registration for certain activities by municipal advisors. On June 16, 2020, the SEC issued a temporary conditional...more

Proskauer Rose LLP

Nasdaq Facilitates Quick Capital Raises In Light of Pandemic

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On May 4, 2020, The Nasdaq Stock Market LLC (“Nasdaq”) adopted a temporary rule waiving until June 30, 2020 key shareholder approval requirements for certain private investments in public equity (“PIPE”) and similar...more

Burns & Levinson LLP

Raising Capital: Overview of Exemptions to Registration of Securities in Private Placements

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These are uncertain times. Even before the world-wide COVID-19 pandemic, companies seeking to raise capital in the cannabis industry were facing challenges. However, some experts and insiders I’m hearing from are bullishly...more

Whitman Legal Solutions, LLC

SEC Proposes New Accredited Investor Rule

Access to invest in private placement securities reminds me of All-State Orchestra. Private placements provide unique investment opportunities that can help investors diversify their portfolios. Yet, most private placements...more

Orrick, Herrington & Sutcliffe LLP

SEC Proposes New Guidance on Role of Municipal Advisers in Private Placements

In response to the proliferation of direct placements of municipal securities with financial institutions over the past decade, the Securities and Exchange Commission (SEC) has proposed a regulatory change to clarify the role...more

Dechert LLP

SEC Publishes Concept Release on Harmonization of Securities Offering Exemptions; Comment Deadline Approaching

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The U.S. Securities and Exchange Commission published a concept release on June 18, 2019 (Release), seeking public comment “on ways to simplify, harmonize, and improve” the framework for exemptions from registration under the...more

Latham & Watkins LLP

The Latham FPI Guide: Accessing the US Capital Markets From Outside the United States - 2019 Edition

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Fabry-Pérot Interferometer, SA is a highly successful non-US company known to the world as FPI. FPI is considering doing a debt or equity offering in the United States. What are the key legal issues it, and its underwriters...more

White & Case LLP

SEC: Time to revamp securities offering exemptions

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SEC is seeking public comments in its concept release in an effort to simplify, harmonize and improve the existing exempt offering framework. On June 18, 2019, the Securities and Exchange Commission (the “SEC” or the...more

Steptoe & Johnson PLLC

PPM Standardization in Security Token Offerings

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This whitepaper discusses whether private placement memoranda (PPMs) can be standardized for security token offerings (STOs). Issuers that want to minimize the time and money that go into preparing a PPM may wonder if there...more

Latham & Watkins LLP

The Latham FPI Guide: Accessing the US Capital Markets From Outside the United States

Latham & Watkins LLP on

Fabry-Pérot Interferometer, SA is a highly successful non-US company known to the world as FPI. FPI is considering doing a debt or equity offering in the United States. What are the key legal issues it, and its underwriters...more

Hinshaw & Culbertson LLP

Securities Rules for Private Equity Financings

In order to sell securities (notes, common stock, preferred stock, membership interests in an LLC), a company must either register the sale under federal and state securities laws or find an exemption from such registration...more

Skadden, Arps, Slate, Meagher & Flom LLP

Financial CHOICE Act Aims to Open Capital Markets and Reduce Regulatory Burdens

On June 8, 2017, the House of Representatives passed, by a 233-186 party-line vote (with all Democrats and one Republican voting against), the Financial CHOICE Act of 2017, a bill principally designed to reverse many features...more

King & Spalding

MEasure - Winter 2017

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Amendments to Foreign Fund Private Placement Exemptions in the UAE - In August 2016, the Emirates Securities and Commodities Authority (SCA), the federal securities regulator of the United Arab Emirates (UAE), adopted...more

Morrison & Foerster LLP - JOBS Act

House Debate Scheduled for Bills Relating to Capital Access for Small Business

Next week, the House is scheduled to debate two bills designed to reduce regulatory burden on small businesses in order to facilitate access to capital. H.R. 5424, the Investment Advisers Modernization Act, was approved by...more

King & Spalding

Proposed New Regulations on Arrangement and Promotion Activity in the UAE

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In early August 2016, the UAE Securities & Commodities Authority (the SCA) issued draft new regulations (the Proposed Regulations) on arrangement and promotion activity in the UAE. Only an Arabic version of the Proposed...more

Akin Gump Strauss Hauer & Feld LLP

Recent Developments Relating to the Definition of “Accredited Investor”

When is an individual an “accredited investor” under the Securities Act of 1933? H.R. 2187, the Fair Investment Opportunities for Professional Experts Act, which recently passed in the House of Representatives, may broaden...more

Akin Gump Strauss Hauer & Feld LLP

Qualifying Private Placement Exemption

The qualifying private placement exemption, which became available on 1 January 2016, makes interest on privately placed notes and/or bilateral loans exempt from United Kingdom withholding tax in certain circumstances where...more

Dechert LLP

New Withholding Tax Exemption for Private Placements in the UK

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Interest paid by UK companies is generally subject to withholding tax at 20%. Although various exemptions apply, most notably in respect of interest payments to banks and other UK companies, and in respect of securities...more

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