Private Placements

News & Analysis as of

Saudi Arabia update - August 2015

Legal Developments - Expatriate Workers Restricted from Certain Job Categories - As part of Saudi Arabia’s ongoing Saudization campaign, the Ministry of Labor (MoL) identified this month 19 jobs that are restricted...more

Yet More Enhancements Proposed for Private Placement Reporting

The Canadian Securities Administrators (CSA) have managed to harmonize their differences for reporting prospectus-exempt distributions since their earlier proposals in February and March 2014. They have now proposed a common...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

The SEC’s Common Sense Approach to Private Placements and General Solicitation

Earlier this month the SEC issued concurrently (i) the Citizen VC No Action Letter (in response to a request for guidance authored by Mintz Levin) relating to the use of 506(b) for a private placement online and (ii) a series...more

SEC Issues Interpretive Guidance On General Solicitations

On August 6, the SEC's Division of Corporation Finance offered interpretive guidance with respect to conducting a private placement under Rule 506(b) of Regulation D without running afoul of the "general solicitation"...more

Financial Services Weekly News - August 2015 #2

Regulatory Developments - SEC Revises 2014 Money Market Fund Reform FAQs: On Aug. 4, the SEC staff issued revised 2014 Money Market Fund Reform Frequently Asked Questions (FAQs), which were originally released...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

Extension of the AIFMD Passports to Non-EU Alternative Fund Managers and Non-EU Alternative Investment Funds

Hardwired into the European Union (EU) Alternative Investment Fund Managers Directive (AIFMD) is a mechanism that could enable a non-EU alternative fund manager domiciled outside the EU to become authorised by an EU regulator...more

AIFMD Marketing Passport: ESMA Provides European Commission With Advice on Its Possible Extension to Non-EU Jurisdictions

On July 30, after a one-week delay, the European Securities and Markets Authority (ESMA) published its long-awaited Opinion to the European Parliament, Council and Commission and responses to the call for evidence on the...more

Third-country AIFMs: ESMA says slow down

The Alternative Investment Fund Managers Directive (AIFMD) required ESMA to review, by July 2015, how the arrangements under AIFMD for marketing AIFs have worked, with an assessment of the National Private Placement Regimes...more

The SEC Considers Updating the Accredited Investor Definition: A Discussion of Status, SEC Advisory Committee Recommendations,...

The accredited investor (AI) definition is an extremely important component of the private placement market. A significant amount of capital is raised using Regulation D, and accredited investors participated in 89 percent of...more

Cayman Islands introduce opt-in regimes for AIFMD compliance

For the past few years, the ongoing developments in Europe in relation to EU investor access to non-EU alternative investment funds or EU alternative investment funds managed by non-EU managers have been the source of great...more

SEC Charges EB-5 Fund Operators and Finders

The Securities and Exchange Commission (the “Commission” or “SEC”) has become increasingly active in enforcing alleged violations of U.S. securities laws arising under the EB-5 Immigrant Investor visa program. EB-5...more

ACE Portal, in association with NYSE, Brings Technology to Private Equity Fundraising – An Interview with the General Counsel

In the Summer 2014 issue of the PE Newsletter we reviewed a private placement platform set up by ACE Portal, in partnership with the New York Stock Exchange, to facilitate the private placement of securities by issuers. The...more

[Event] Breakfast With Your Finance & Bankruptcy Lawyers: The Risks and Rewards of Financings in Europe - May 13, New York, NY

This breakfast session is jointly presented by Sheppard Mullin and Bird & Bird LLP, and will look at the key issues to consider when structuring financings involving European counterparties and examine whether there are real...more

SEC Considers Updating the Accredited Investor Definition

The accredited investor (AI) definition is an extremely important component of the private placement market. A significant amount of capital is raised using Regulation D, and accredited investors participated in 89 percent of...more

The Alphabet Soup of Raising Capital: Regulation A or Regulation D — What Would You Prefer?

On June 19, 2015, amended Regulation A recently adopted by the SEC will become effective. The new Regulation A, mandated by the JOBS Act and often dubbed as Regulation A+, is a significant improvement over the old Regulation...more

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

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