Private Placements

TSX-V Extends Relief Measures From Certain Pricing Requirements For Private Placements

by Ahmad Adam | Dentons on 4/24/2013

On April 12, 2013, the TSX Venture Exchange (“TSX-V”) extended to August 31, 2013, temporary relief from certain pricing requirements related to private placement financings that were originally granted on August 17, 2012,...more

Broker-Dealer Due Diligence And FINRA Exam Priorities

by David Jenson | Leonard, Street and Deinard - Dodd-Frank and... on 4/16/2013

FINRA Chairman and CEO Richard G. Ketchum gave a speech on April 9, 2013 as part of the National Compliance Outreach Program for Broker-Dealers....more

UAE Securities Regulator Introduces Private Placement Exemption for UAE Investment Funds Regulation

by Natalie Boyd, Simon Mabin | K&L Gates LLP on 4/11/2013

In August 2012, the UAE Securities and Commodities Authority (“SCA”) introduced a new regulatory framework governing the marketing and sale of foreign funds to investors in the United Arab Emirates (the “UAE”) (the...more

Two Recent SEC No Action Letters Establish Standards for Crowdsourcing Online Platforms Limited to "Accredited Investors" to Avoid...

by Daniel I. DeWolf, Steve Ganis, Jeremy D. Glaser, Melanie Ruthrauff | Mintz Levin - Corporate & Securities on 4/11/2013

In two recent no action letters, the Securities and Exchange Commission (the “SEC”) granted no action relief for two venture capital online funding platforms, the FundersClub, Inc. (“FundersClub”) and AngelList, LLC...more

Structured Settlement Planning for Trial Attorneys: The Benefits of Using Qualified Settlement Funds and Private Placement...

by Gerald Nowotny on 4/3/2013

Overview - Trial attorneys are extremely vulnerable to a tax landscape that is becoming hostile territory. The result of the American Taxpayer Relief Act of 2013 (ATRA) is that earned income is taxed at substantially...more

Water and Wastewater Projects: Financing with Tax-Exempt Bonds

by Devin Brennan, Stephen Spitz | Orrick, Herrington & Sutcliffe LLP on 3/27/2013

Introduction - Managers of water and wastewater utilities face complex financial challenges. The purpose of this guidebook is to provide an overview of issues relating to the financing of water and wastewater projects...more

Financial Services Quarterly Report - First Quarter 2013: Marketing and Distributing Your Fund in the Middle East: If...

by Chris Harran | Dechert LLP on 3/26/2013

Those familiar with fundraising in the Middle East will be familiar with the concept of what is loosely dubbed “market” or “tolerated” practice. The terms are, in most people’s minds, interchangeable, but in fact look at the...more

Damages Awarded Against Underwriter for Failing to Complete a Bought Deal

by Paul Barbeau, Matthew Olson, William Osler, David Phillips | Bennett Jones LLP on 3/22/2013

The Ontario Superior Court of Justice recently awarded damages of just over $16 million against Thomas Weisel Partners Canada Inc. (now Stifel Nicolaus Canada Inc.) for failing to close on a bought deal private placement...more

Panning for Gold in the Ivory Tower – Using Split Dollar and Private Placement Life Insurance to Compensate Senior Executives of...

by Gerald Nowotny on 2/8/2013

Overview - Charitable organizations from hospitals to universities have a difficult time attracting and retaining top executive talent from the world of public corporations. Public corporations provide competitive...more

TSX-V Extends Temporary Relief Measures For Private Placements

by Jamie Au | Dentons on 2/8/2013

As recently announced in a Corporate Finance Bulletin and Notice to Issuers (the “Bulletin”), the TSX Venture Exchange (“TSX-V”) has extended until April 30, 2013 three temporary measures (the “Relief Measures”) designed to...more

FINRA Offers Regulatory Road Map for 2013

by Christopher Gallagher, Richard Levin, David Rice | BakerHostetler on 2/7/2013

On January 11, 2013, the Financial Industry Regulatory Authority (FINRA) issued its annual Regulatory and Examination Priorities Letter (Priorities Letter) to member firms, which highlights its primary areas of focus for the...more

Select Broker-Dealer, Investment Adviser, and Investment Company Enforcement Cases and Developments: 2012 Year in Review

by Morgan Lewis on 2/6/2013

This Outline highlights key U.S. Securities and Exchange Commission (the "SEC" or the "Commission") and Financial Industry Regulatory Authority ("FINRA") enforcement developments and cases regarding broker-dealers during...more

Investment Funds Need To Be Aware: Broker-Dealer Private Placement Compliance Requirements Are Now In Effect

by Julia Corelli, Brian Korn, Gregory Nowak | Pepper Hamilton LLP on 2/6/2013

New FINRA Rule 5123 is now applicable and investment funds need to be cognizant of its requirements. Approved last June, Rule 5123 requires FINRA member firms (principally broker-dealers) participating in private placements...more

FINRA Issues 2013 Regulatory and Examination Priorities Letter

by Baker, Donelson, Bearman, Caldwell &... on 2/4/2013

Overview: On January 11, 2013, the Financial Industry Regulated Authority (FINRA) issued its 2013 Annual Regulatory and Examination Priorities Letter (Priorities Letter). This letter is issued annually to highlight new...more

A Compilation of Enforcement and Non-Enforcement Actions - January 31, 2013

by Michael G. Dana, Peter D. Fetzer, Terry D. Nelson | Foley & Lardner LLP on 1/31/2013

In This Issue: Non-Enforcement Matters - FINRA Announces Regulatory and Examination Priorities for 2013 - SEC Previous Hedge Fund Enforcement Trends for 2013 Enforcement Matters - Another...more

FINRA Adopts Rule 5123 Requiring the Filing of Offering Documents used in Private Placements of Securities

by Jason Schendel | Sheppard Mullin Richter & Hampton LLP on 1/25/2013

A new rule requiring FINRA member firms to file copies of certain offering documents related to private placement transactions was approved by the SEC and was effective as of December 3, 2012. FINRA has published FAQs...more

Securities Law Essentials For Growing Companies

by David Jenson, Stephen M. Quinlivan | Leonard, Street and Deinard - Dodd-Frank and... on 1/16/2013

We recently gave a presentation at a CLE titled Securities Law Essentials for Growing Companies. The presentation included an overview of what constitutes a public offering, what is a security, classical private placements,...more

UK Treasury Publishes First Consultation on AIFMD Implementation

by Proskauer Rose LLP on 1/16/2013

On 11 January 2013, HM Treasury published its first consultation on Alternative Investment Fund Managers Directive (AIFMD) implementation in the UK, entitled "Transposition of the Alternative Investment Fund Managers...more

Using the Family Investment Company to Access Your Pension Plan Assets

by Gerald Nowotny on 1/14/2013

Overview - The wait is over. The taxpayer got dangled over the Fiscal Cliff and was allowed to have a controlled fall. For the high income taxpayer, the fall resulted in a broken ankle, bruised ribs and a minor...more

Private Placements By Acquisition Targets – Another Regulatory Grey Area

by Ralph Shay | Dentons on 1/10/2013

On November 28, 2012, the British Columbia Securities Commission (BCSC) issued the reasons for the decision it had made following a hearing to consider an application made by Inmet Mining Corporation for certain relief in...more

FINRA Releases Guidance on Notice Filings for Private Placements

by Jason P. Juall | Holland & Knight LLP on 1/9/2013

The Financial Industry Regulatory Authority (FINRA) has released new guidance on filing under FINRA Rule 5123 in the form of a frequently asked questions (FAQs) page and user guide, both available on FINRA's website....more

New FINRA Rule 5123 Regarding Private Placements of Securities Effective December 3, 2012

by Julia Gaffin, Steve Ganis | Mintz Levin - Corporate & Securities on 1/4/2013

In an effort to enhance oversight and investor protection over private placement activity of firms on behalf of other issuers, new Financial Industry Regulatory Authority, Inc. (FINRA) Rule 5123 became effective on December...more

JOBS Act Update - SEC Proposed Rules for "Private Offerings" with Advertising Draw Fire

by Trenam Kemker on 10/23/2012

Regulation D offerings are a very important part of capital formation. In recent years, annual proceeds from Regulation D private offerings have totaled almost $1 trillion, approximately equal to the proceeds from all SEC...more

Doing Business in Canada: Financing a Foreign Business Operating in Canada

by Bennett Jones LLP on 10/18/2012

There is a wide range of financing options available in Canada for new or developing businesses. These options can be categorized as debt or equity financing, or a combination of both. A third option – government assistance...more

Pryor Cashman's Bertrand Fry and David Parsly Author Legal Update About SEC's Proposed Rules Effecting JOBS Act's Elimination of...

by Pryor Cashman LLP on 9/20/2012

As mandated by the JOBS Act, the Securities and Exchange Commission issued on August 29, 2012 proposed rules to eliminate the prohibition against general solicitation and general advertising in Rule 506 of Regulation D under...more

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