Private Offerings

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General Solicitation under Rule 506(b) after Citizen VC: Part 2

Should it Matter Who Makes the Solicitation? - Before Citizen VC, the pre-existing business relationship pathways of permissible general solicitation, despite the obvious benefits and advantages, were not widely traveled...more

General Solicitation under Rule 506(b) after Citizen VC: Part 1

On August 6, 2015, without fanfare, the SEC Division of Corporation Finance issued an interpretative letter to Citizen VC and posted several updates to the Division’s Compliance and Disclosure Interpretations (the “Companion...more

Unicorns Under Scrutiny: The SEC Previews Its “Long Arm” Of The Law

As we previously discussed, SEC Chair Mary Jo White recently delivered the keynote address at the Silicon Valley Initiative hosted by the SEC-Rock Center for Corporate Governance at Stanford University. While the speech and...more

Three Bills Introduced in the U.S. House of Representatives Concerning Access to Capital Markets

On March 23, 2016, three bills affecting access to capital markets were introduced in the U.S. House of Representatives. H.R. 4850: Micro Offering Safe Harbor - Representative Tom Emmer of Minnesota introduced this...more

Crowdfunding Investor Bulletin Issued by SEC

On February 16, 2016, the SEC posted an investor bulletin relating to equity crowdfunding intended to educate the public about the process for investing in equity crowdfunding and some of the risks involved. On May 16, 2016,...more

JOBS Act Quick Start – A Brief Overview of the JOBS Act, 2016 Update

Many market participants were taken by surprise by the enactment of the Jumpstart Our Business Startups (JOBS) Act. The JOBS Act, HR 3606, was passed by the United States House of Representatives on March 8, 2012. On March...more

TSX and TSXV join regulators in accommodating rights offerings

The rights offering exemption has historically been an underutilized means of raising capital for public issuers. This exemption from the requirement to file a prospectus allows issuers a method of financing whereby existing...more

CFIRA Offers Its Comments To SEC On Proposed Regulatory Changes

As you are probably aware, the SEC is currently considering sweeping changes to some of the most long-standing rules and regulations governing private transactions. These changes include fundamental revisions of both Rule...more

‘Excuse Me, While I Kiss the [Blue] Sky’: Common State Securities Law Considerations Applicable to U.S. Private Offerings by...

The wires have hit. You’ve just closed a multijurisdictional offering and delivered a great result for your client. As visions of a raucous post-closing party with your client enter your mind (or perhaps just visions of a...more

SEC Helps Issuers Avoid Relationship Drama in Capital Raising: New Guidance on General Solicitation

On August 6, 2015, the Securities and Exchange Commission (SEC) staff issued important guidance concerning general solicitation and general advertising (collectively, general solicitation), including the use of online...more

Structured Thoughts: News for the financial services community, Volume 6, Issue 6

U.S. Structured Warrant Programs: Introduction - U.S. and non-U.S. banks have offered structured warrants in the U.S. to address the needs of both institutional and high-net worth investors. This article will...more

New Rules for Rights Offerings Could be a Game Changer

The Canadian Securities Administrators (the CSA) have announced amendments to the rules governing rights offerings in Canada. The amendments are intended to streamline the conduct of prospectus-exempt rights offerings, and...more

Integration of Private and Public Offerings 2015

I. INTRODUCTION - A. Outline Coverage - This outline reviews the SEC’s interpretations that relate to the integration of private and public offerings and the challenges they impose for the capital formation...more

SEC Files Offering Fraud, Microcap Fraud Actions

Microcap fraud and offering fraud cases are staples of SEC enforcement. The agency added to its totals in these areas, filing an additional offering fraud and microcap fraud action. SEC v. Mogler, Civil Action No. 15-cv-01814...more

Private Placement Memorandum Saves The Day For Defendants

Do you ever wonder whether the time and expense of preparing a private placement memorandum is really worth it? Does anyone ever escape liability because of a well drafted PPM? A recent opinion by the California Court of...more

M&A Update: Delaware Court Finds Dole Executives Personally Liable for Millions in Damages for Defrauding Stockholders in Buy-Out...

In its August 27th post-trial opinion, In re Dole Food Co., Inc. Stockholder Litigation, the Delaware Chancery Court held Dole executives David Murdock and Michael Carter personally liable for $148 million in damages for...more

New Era in Private Capital Raising – Opening Up General Solicitation and General Advertising

The next few years may be the largest watershed event in opening up private equity capital since the 1980s when Regulation D was first published by the Securities and Exchange Commission (“SEC”). By allowing general...more

Glossary of Important Securities Regulation Terms and Definitions

This Glossary is designed to provide law students taking Securities Regulation with a tool that will assist them in learning the basic language of securities law and achieve a working knowledge of the fundamental principles...more

Citizen.VC No Action Letter: Clarity and Guidance for Conducting a Private Placement Online

The SEC has recently provided clarity as to how an issuer of securities can conduct a private placement in a password protected web page under Rule 506(b), without it being deemed a “general solicitation” and thereby being...more

U.S. Capital Markets Regulation and Practices: An Overview for Non-U.S. Companies

Capital markets in the United States provide an unparalleled source of investment capital, measured in trillions of dollars, for companies located outside the United States. For non-U.S. companies (which we refer to in this...more

Tips & Traps When Talking to Potential Investors

The fundraising process requires countless hours to develop and refine an investor pitch. While the majority of that time will be focused on how to find and raise money from the best investors on the best terms, it is...more

SEC Guidance on Regulation A+

Section 182. Rules 251 to 263: Question 182.01 - Question: Where an issuer elects to non-publicly submit a draft offering statement for staff review pursuant to Rule 252(d) of Regulation A before publicly filing...more

Regulation A+ goes effective today

Despite the attempt by the State of Montana’s securities division to stay the rule, Regulation A+ is effective as of today, June 19, 2015. Regulation A+ allows companies organized in the U.S. and Canada to raise money...more

The Guide to Social Media and the Securities Laws

The growing use of social media has created challenges for federal securities regulators, who must enforce antifraud rules that were written at a time when the prevailing technology was the newspaper. This Guide...more

Overstock Issues First Cryptosecurity

In January 2014, Overstock.com became the first major online retailer to accept payment in bitcoin. Less than eighteen months later, Overstock is now the first company to offer qualified buyers the option of purchasing...more

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