Private Placements

News & Analysis as of

Battle of the Forms in the European Private Placement Market: An Analysis and Comparison of the New LMA Private Placement...

1. Introduction - Over the last few years, there have been ongoing discussions and a series of initiatives aimed at developing a “Pan-European Private Placement Market” (PEPP Market) for private placement transactions...more

Steps Towards a Capital Markets Union

The European Commission is consulting on a blueprint for creating a harmonised capital market across the EU, to facilitate capital raising in the EU while maintaining consumer and investor protection by simplifying the...more

Peer-to-Peer Lending Platforms: Securities Law Considerations

Peer-to-peer lending platforms, as their name suggests, allow borrowers to use a web-based platform to borrow money funded by other platform users rather than using the more traditional route of borrowing directly from a bank...more

“A” is For Approved: SEC Finalizes Regulation A+, the Small Offering Exemption

Securities lawyers had a “first time in forever” moment on March 25, when the U.S. Securities and Exchange Commission (SEC) voted to approve landmark reforms to its Regulation A, the so-called (and until now little-used)...more

B.C. Increases Access to Private Placements for Institutional Investors

By an instrument effective March 23, 2015, the British Columbia Securities Commission (BCSC) removed barriers to participation by institutional investors in private placements by foreign issuers by addressing two requirements...more

SEC Adopts Final Rules for Regulation A+ Offerings

On March 25, the Securities and Exchange Commission adopted final rules that will expand the exemption from registration under the Securities Act of 1933 provided by Regulation A to include an exemption for up to $50 million...more

Private placements: a new UK withholding tax exemption

The Finance (No.2) Bill 2015 contains provisions for an exemption from the obligation to deduct UK income tax from yearly interest paid on “qualifying private placements”. This measure was first announced on 3 December...more

Promoting Capital Formation

Regulators and lawmakers in the US continue to review and consider measures that may promote capital formation for smaller and emerging companies. Although the number of initial public offerings (IPOs) in the US in 2014...more

A-Okay, Regulation A+

This is a very brief, initial summary. We will be reporting on the final rule in an upcoming alert. The SEC’s proposed rules already had provided a very practical format for private issuers seeking to raise capital. The...more

Healthcare & Life Sciences Private Equity Deal Tracker: OrthoSensor Secures $19 Million in Financing

OrthoSensor has announced it has raised $19 million in a private placement of series C preferred stock. OrthoSensor, based in Dania Beach, FL, is a developer of intelligent orthopedic devices and data services....more

FINRA Announces $1.5 Million Sanction Against Broker-Dealer and Bars President for Fraud

On March 12, FINRA announced an order requiring a New York-based broker-dealer to pay over $1 million in restitution and $500,000 in fines for alleged fraud in sales of a private placement offering. According to the Order,...more

Ship on course but choppy waters abound! UK Budget 2015: 10 key measures impacting business

Before the Budget was announced, there was natural apprehension that, given the impending general election, the Chancellor would pander to the electorate and sail off course from this Government’s carefully navigated path...more

Still Exempt? Important Changes to the Private Placement Regime

On February 19, 2015, the Canadian Securities Administrators (CSA) and Ontario Securities Commission (OSC) announced significant amendments to National Instrument 45-106 Prospectus and Registration Exemptions (NI 45-106) and...more

ICMA Publishes a Guide to the Pan-European Private Placement Market

On February 11, the International Capital Market Association (ICMA) published a guide on common market standards and best practices for the development of Pan-European private placement (PEPP) transactions. The guide is...more

European Commission Publishes Green Paper on Building a Capital Markets Union

On February 18, the European Commission published a green paper on building a Capital Markets Union. The green paper identifies a number of key priorities to create a fully integrated single market for capital....more

Orrick's Financial Industry Week in Review

Fed Announces Dates of Stress Test Releases - On February 12, the Fed announced that results from the latest supervisory stress tests conducted as part of Dodd-Frank will be released on March 5, and the related results...more

2015 Proxy Advisory Voting Guidelines: Proxy Season Highlights

In preparing for the upcoming proxy season, it is important for issuers to be familiar with the current Canadian proxy voting guidelines prepared by Institutional Shareholder Services Inc. (ISS) and Glass Lewis & Co. (Glass...more

Structuring a Cross-Border Securities Offering: Common U.S. Exemptions from Registration

Due to the size and scope of the U.S. capital markets, U.S. investors can form a meaningful add-on tranche to both public and private Canadian securities offerings. However, the legal mechanics of structuring a cross-border...more

New Year, New Potential for UK and European Private Placements

Week two of the New Year marked a significant step in the development of the European Private Placement Market: The Loan Market Association (LMA) launched template documents for use in European private placement transactions....more

FINRA Issues Annual Regulatory and Examination Priorities Letter for 2015

One January 6, the Financial Industry Regulatory Authority issued its annual letter to FINRA member firms outlining FINRA’s regulatory and examination priorities for the coming year....more

Bridging the Week - January 2015 #2

FINRA Highlights Member Examinations Focus for 2015 - The Financial Industry Regulatory Authority issued its annual letter to broker-dealers setting forth its regulation and examination priorities for the new year....more

Private Placement Due Diligence and Contingency Offerings Among FINRA’s 2015 Priorities

On January 6, 2015, FINRA released its 10th annual Regulatory and Examinations Priorities Letter in which it identified key areas of focus for FINRA investigations for 2015. Since the approval of FINRA Rule 5123 on June 7,...more

FINRA Issues a Packed Priorities Letter for 2015

FINRA opened 2015 with a lengthy and ambitious agenda of regulatory priorities. This year’s Regulatory and Examination Priorities Letter is much longer than those issued the last two years, and repeats many of those years’...more

FINRA Regulatory and Examinations Priorities Letter

Earlier this week, FINRA published its annual priorities letter. Again, FINRA includes among the areas of concern private placements. FINRA cites particular issues relating to inadequate due diligence by broker-dealers in...more

Fund Distribution Strategies Under the European AIFMD

After a year-long transitional period, the European Alternative Investment Fund Managers Directive (AIFMD) is now in force, in all but six EEA Member States. This article examines the methods now available to market private...more

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