Private Placements

News & Analysis as of

Orrick's Financial Industry Week In Review

Financial Industry Developments - SEC Adopts Final Rules to Facilitate Intrastate and Regional Securities Offerings - On October 26, 2016, the Securities and Exchange Commission adopted rules designed to modernize...more

ICMA Guide to the European Corporate Debt Private Placement Market

On October 25, 2016, the International Capital Market Association (“ICMA”) published the European Corporate Debt Private Placement Guide (the “Guide”). The Guide is intended to provide a voluntary framework of best practices...more

Private Placement as Defensive Tactic Considered in Context of New Takeover Bid Rules

On October 24, 2016, the British Columbia Securities Commission and the Ontario Securities Commission (together, the Commissions) released their much anticipated reasons for their July 22, 2016, order, In the matter of Hecla...more

New FINRA Capital Acquisition Broker Rule Set May Be of Interest to Private Fund Sponsors

The SEC recently approved a set of FINRA rules for Capital Acquisition Brokers (“CABs”), described as corporate financing firms that generally limit their businesses to advising companies on mergers and acquisitions, advising...more

FINRA Announces Effective Date of New Capital Acquisition Broker Rules

FINRA has announced the adoption of the new Capital Acquisition Broker (CAB) rules. CABs, which will be able to act as brokers for merger and acquisition transactions and agents in private placements to institutional...more

TechConnect - Your Law Firm Link to Industry News - September 2016

Letter from the Editors - Dear Readers, The world of raising capital for emerging companies has experienced a revolution. Prior to the enactment of the JOBS Act in 2012, raising capital for private companies was...more

US Hedge Fund Managers: Accessing Capital and Marketing in Europe

Recent regulatory change has made the marketing of hedge funds in the European Economic Area (the “EEA”) more involved, particularly for managers based outside the EEA. This appears to have led some US investment advisors to...more

Various Ways to Raise Capital

The world of raising capital has been evolving over the last several years. Offerings of securities generally used to fall into two main buckets: (i) private placements under the old Rule 506 or (ii) a public offering. With...more

FINRA Capital Acquisition Broker Proposal Approved - Broker-Dealers Conducting Only Certain Private Fund Placement Services or...

In August 2016, the SEC approved FINRA’s proposal to permit firms conducting only enumerated corporate financing activities (“capital acquisition brokers” or “CABs”) to operate under a more limited FINRA rule set, a move...more

The Financial Choice Act: Implications for the U.S. Securities Legal Framework

On September 13, 2016, the House Financial Services Committee of the United States House of Representatives (the “FSC”) formally released H.R. 5983, the “Financial CHOICE Act” (the “CHOICE Act”). While the CHOICE Act has...more

House Passes Accelerating Access to Capital Act

H.R. 2357, the Accelerating Access to Capital Act, was passed by the House on Thursday, September 8, 2016 by a vote of 236-178. The bill contains three important pieces of legislation designed to facilitate the access to...more

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

Broker-Lite: FINRA Built It, But Will They Come?

On August 18, 2016, the US Securities and Exchange Commission (SEC) approved a new Financial Industry Regulatory Authority (FINRA) rule series intended as a “lite” framework for the registration and regulation of brokers that...more

The sukuk experience in Turkey

Turkey's government is determined to make Istanbul a financial hub for Islamic finance, regionally and globally. With a GDP of US$733.6 billion in 2015 according to the IMF, Turkey is the 18th largest economy in the world,...more

FINRA Relaxes Rules for M&A and Private Placement Brokers

The SEC has approved a series of FINRA rules that are meant to simplify regulation of firms engaged as M&A brokers and those who conduct other limited activities. While the rules may be simpler, it still looks like a...more

Proposed New Regulations on Arrangement and Promotion Activity in the UAE

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

Future Marketing Rules for Non-EU Fund Managers in Germany

Germany’s private placement rules for funds will change again. On 19 July, the European Securities and Markets Authority (ESMA) published its advice on applying the Alternative Investment Fund Managers Directive (AIFMD)...more

Late-Stage Private Placements: A Life Sciences Sector Survey

As privately held companies choose to remain private longer and defer their initial public offerings (IPOs), these companies are increasingly reliant on raising capital in successive private placements. New categories of...more

"Europe Tries Harder: Extension of the AIFMD Marketing Passport to Non-EU Countries"

In our August 2015 client alert, we reported on the European Union's tentative efforts to extend the Alternative Investment Fund Managers Directive (AIFMD) marketing passport to managers and funds established in non-EU...more

Dolly Varden Silver and Hecla Mining - Decision goes in favour of the target in latest regulatory challenge to a private placement...

On July 22, 2016, following a joint hearing of the British Columbia and Ontario securities commissions, the regulators decided not to block a proposed private placement of common shares of Dolly Varden Silver Corporation...more

ESMA issues advice on extension of the AIFMD Third Country Passport to 12 non-EU countries, including the United States

On July 19, 2016, the European Securities and Markets Authority (ESMA) published its final advice (Advice) on extending the application of the marketing passport under the Alternative Investment Fund Managers Directive...more

Relief in Quebec Granted to Select Canadian Institutional Investors for Resale of Securities to Outside Canada

The Quebec Autorité des marchés financiers (Authority) recently published two general decisions (commonly referred to as blanket orders) granting certain Canadian institutional investors exemptions from the prospectus...more

"The JOBS Act: Did It Accomplish Its Goals?"

In the wake of the 2008 financial crisis, Congress created the Jumpstart Our Business Startups Act (JOBS Act) to encourage capital formation in order to grow businesses, create jobs and spur economic activity. Congress and...more

EU Referendum – what does it mean for alternative capital providers?

The UK referendum has caused uncertainty in the financial services industry, but what does it mean for alternative capital providers? And could it create some business opportunities? Alternative capital providers are...more

Best-laid plans? The "Pan-European Private Placement Market"

The global dislocation in the financial markets which began in 2007 prompted a decrease in lending and an increase in regulation in the European and the US economies, amongst others. This paper looks at recent initiatives...more

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