Private Offerings

News & Analysis as of

Look The Gift Horse In The Mouth (Or If It Seems Too Good To Be True, It Probably Is)

Today is Giving Tuesday, and if your inbox is anything like mine, it is full of donation requests. I encourage you to support the causes that are near and dear to you. But there also may be others asking for your money...more

SEC Files Action Based on Misappropriation of Pre-IPO Shares

The SEC filed a fraud action based on the misappropriation of shares of a private firm held by investors through an LLC. The shares were then resold and reissued to other investors. SEC v. Kumar, Civil Action No. 23145 (N.D....more

Oregon Intrastate Private Offering Exemption: Securities-Based Crowdfunding in Oregon, at Last?

Oregon is on the verge of joining a small number of other states in charting a path for its small businesses looking to raise a relatively small amount of capital through the sale of securities to a broader range of potential...more

CFTC Issues Exemptive Relief Related to JOBS Act Amendments to Regulation D

The Division of Swap Dealer and Intermediary Oversight (Division) of the U.S. Commodity Futures Trading Commission (CFTC) on September 9, 2014 issued a letter granting exemptive relief from provisions in CFTC Regulations...more

Securities and Governance Update

Each year, thousands of businesses and investment funds raise billions of dollars in capital through unregistered offerings under Rule 506—the most widely used exemption under Regulation D under the Securities Act of 1933, as...more

The More Things Change….

Today, September 23rd, is the one year anniversary of the effective date of the changes relaxing the prohibition against general solicitation in certain offerings made under Rule 506 and resales made pursuant to Rule 144A....more

Financial Services Weekly News Roundup - September 2014

In This Issue: The CFTC provided long-awaited exemptive relief for commodity pool operators that wish to offer their funds in private offerings using general solicitation under Rule 506(c) of the SEC’s Regulation D. ...more

CFTC Aligns CPO Regulation With JOBS Act, Provides Other Guidance for CPOs

The Commodity Futures Trading Commission’s Division of Swap Dealer and Intermediary Oversight (DSIO) recently issued several letters affecting commodity pool operators (CPOs): JOBS Act Harmonization: On September 9,...more

CFTC Publishes Long-Awaited JOBS Act Relief

The staff of the Commodity Futures Trading Commission (CFTC) published a no-action letter on September 9, 2014 (available here) that permits certain commodity pool operators (CPOs) to conduct general solicitation in private...more

Orrick Technology IPO Insights for Q2 2014

Welcome to the inaugural issue of Orrick Technology IPO Insights, a quarterly publication highlighting trends in U.S. information technology company IPOs. We isolate technology companies in order to analyze and present...more

SEC’s Office of Investor Education and Advocacy Releases Alert on Identifying Fraudulent Private Placements

On August 4, the Securities and Exchange Commission’s Office of Investor Education and Advocacy issued an Investor Alert to assist investors in identifying potentially fraudulent private placements. In the Alert, the Office...more

Will You Still Be An “Accredited Investor”?

The Securities and Exchange Commission (SEC) is considering changing the accreditation standards used to determine eligibility of investors to participate in private offerings. The current definition of accredited investor...more

7 Tips For Building The Perfect Pitch Deck

Your pitch deck arguably is the single, most important document that you will generate in the life of your company. It is the opening salvo with your potential investors. It is “the hook” by which you will (or will not)...more

This Week In Securities Litigation (Week ending July 3, 2014)

In a holiday shortened week, dark pools were again a focus for regulators. This week FINRA sanctioned Goldman Sachs in connection with the operation of its dark pool....more

Verifying Accredited Investors in Public Rule 506 Offerings: SIFMA Guidance

On June 23, 2014, the Securities Industry and Financial Markets Association (SIFMA) published a memo outlining several specific methods for verifying accredited investor status that SIFMA believes would satisfy the...more

How Brokers Can Navigate SEC Rule 506(c)

How does the Securities and Exchange Commission’s (SEC) Rule 506(c) impact commercial real estate brokers? What can real estate brokers do to meet securities broker-dealer requirements? And is it possible to obtain dual...more

Why Startups Are Stepping on the Brakes Despite SEC Giving Green Light to General Solicitation

In September 2013, the SEC significantly relaxed restrictions that had been in place for over 80 years on companies’ ability to advertise for investors. The old rule, generally referred to as the “ban on general...more

Status, under the Registration Requirements of the Securities Act of 1933, of Intrastate Crowdfunded Offerings, and the Use by an...

Securities that are offered and sold only to residents of a single state by a company “resident and doing business” in that state are exempt from registration with the Securities and Exchange Commission under Section 3(a)(11)...more

Renewable Chemical Producer Rivertop Renewables Raises $26 Million

On April 9, 2014, Montana-based renewable chemicals producer Rivertop Renewables (Rivertop) announced that it has raised $26 million from Cargill, First Green Partners, and existing investors. The Company explains in its...more

ECCF

Recently, Craig Lewis, the Chief Economist and Director of the SEC’s Division of Economic and Risk Analysis, commented on the economic impact of various JOBS Act reforms, or the effects on “efficiency, competition, and...more

Corporate Communicator - Spring 2014

In this issue of the Corporate Communicator we bring you two short articles on important developments from the SEC relating to private securities offerings and private M&A transactions. In the first article, we discuss the...more

IIROC Proposes Guidance for Underwriting Due Diligence

The Investment Industry Regulatory Organization of Canada (IIROC) published proposed guidance on March 6, 2014, setting forth nine key principles for underwriting due diligence....more

Making Sense of Your Options: Raising Capital In Private Offerings

Let’s say you have started/built this really great business that needs funding right now to launch, survive, expand, take it to the next level, etc. If you are not ready for an I.P.O. yet, and the “ready-for-prime-time”...more

Latest C&DIs Regarding Rule 506

The Securities and Exchange Commission’s Division of Corporation Finance posted a few additional interpretations (at 260.33 and 260.34) late January relating to the continuation of offerings commenced prior to September 23,...more

U.S. Securities Offerings and Exchange Listing by Foreign Private Issuers

In This Issue: Introduction; Securities Act; Exchange Act; Foreign Private Issue Status; Listing on a U.S. Securities Exchange; Exhibits; and Index of Defined Terms. Excerpt from Introduction - Foreign...more

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