Using Regulation D Rule 506(c) to Raise Capital
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WORD OF THE DAY® – Big Boy Letter
Fabry-Pérot Interferometer, SA is a highly successful non-US company known to the world as FPI. FPI is considering doing a debt or equity offering in the United States. What are the key legal issues it, and its underwriters...more
Last Lap in SEC RILA Rulemaking Critical Unresolved Issues - Congress directed the SEC to adopt a new registration statement for registered indexed annuities (RILAs) by the end of June. Several months ago, the SEC...more
In a perplexing decision, Mithaq Canada Inc (Re), the Ontario Capital Markets Tribunal upheld a defensive private placement by a target corporation completed in the face of a hostile bid, effectively denying shareholders the...more
In order to harmonize the regulatory framework governing the European fund market, the European Commission has revised the existing Alternative Investment Fund Manager Directive – Directive 2011/61/EU (the "AIFMD"), with the...more
This amendment builds on FINRA’s recent willingness to relax the prohibition on the use of projections and targeted returns in the marketing materials broker-dealers deliver to institutional investors and qualified...more
A judge in the Southern District Court of New York recently denied a motion to dismiss filed by institutional investors in Augenbaum v. Anson Investments Master Fund LP, et al., finding that their coordinated behavior in a...more
Like an accordionist, real estate sponsors often seek to be innovative. Cutting-edge opportunities like crowdfunding and online selling platforms call to them. However, based on statistics from the Securities and Exchange...more
ケイマン諸島は、オフショアヘッジファンドの設立において世界をリードしています。税制中立のプラットフォーム、安定した経済、洗練された銀行部門、機密保持、専門的な金融サービス産業は、この地が世界中のヘッジファンド・マネージャーにとって魅力的である理由の一部となっています。...more
Preparing a private placement memorandum (PPM) to share with potential investors is typically the first step for most searchers as they begin their search journeys. A PPM is, in essence, an introduction to the searcher and...more
SFC proposes guidelines for intermediaries conducting and receiving market soundings in securities and capital market transactions. On 11 October 2023, the Securities and Futures Commission (SFC) issued a consultation...more
The Securities and Exchange Commission’s Investor Advisory Committee will meet on September 21, 2023 and has announced its agenda for the meeting, which includes consideration of certain matters that are included on the SEC’s...more
Real estate syndication involves pooling funds from multiple investors to finance a real estate project. While syndication can be a profitable investment strategy, it also comes with various legal considerations and potential...more
If you play pickleball, America’s fastest growing sport, you’ve probably encountered a problem: the sport’s runaway popularity has led to a shortage of pickleball facilities. If you are a true picklehead, maybe you’ve even...more
On July 20, 2023, the Canadian Securities Administrators (“CSA”) announced a temporary exemption (the “Exemption”) from the requirements to transmit a Form 45-106F1 Report of Exempt Distribution (“Report of Exempt...more
On May 30, 2023, the Securities and Exchange Commission (SEC) announced the third settlement of an enforcement action alleging violations of the Investment Advisers Act of 1940 (the Advisers Act) with respect to activities...more
On May 9, 2023, the Financial Industry Regulatory Authority, Inc. (“FINRA”) issued Regulatory Notice 23-08 (the “Notice”), which provides supplemental and updated guidance for members conducting private placements pursuant to...more
On May 9, 2023, FINRA issued Regulatory Notice 23-08 (the “Notice”) to remind members of their obligations when selling private placements (i.e., unregistered securities sold pursuant to safe harbors of the Securities Act of...more
On April 20, 2023, the Toronto Stock Exchange (the “TSX”) adopted, and the OSC provided its notice of approval for, certain amendments (the “Amendments”) to more clearly define the factors that the TSX will now consider when...more
On April 20, 2023, the Toronto Stock Exchange (“TSX”) adopted amendments (“Amendments”) to Section 606 – Prospectus Offerings of the TSX Company Manual (“the Manual”). Among other things, the Amendments provide greater...more
This is our global initial public offering guide. It will help you navigate the US portion of a global IPO – in other words, an IPO in which you sell locally listed ordinary shares to investors outside the United States under...more
The “AIFMD II” proposals continue their progress through the EU legislative process with more detail provided, but in many areas specific criteria will not be known until Level 2 measures are developed. On 9 February 2023,...more
On December 1, 2022, the Toronto Stock Exchange (TSX) published for comment certain proposed amendments (the Proposed Amendments) to Section 606 – Prospectus Offerings of the TSX Company Manual (the Manual). The Proposed...more
Commissioner Crenshaw’s remarks on January 30, 2023, once again, touched on Regulation D and the private markets. It is understandable that, given companies in the United States have become increasingly reliant on private...more
Private placements can be a great resource for companies to raise capital in the current economic environment. They are cost effective in comparison to public offerings and provide greater decision-making latitude to current...more