News & Analysis as of

Private Placements Securities and Exchange Commission (SEC)

Latham & Watkins LLP

The Latham FPI Guide: Accessing the US Capital Markets From Outside the United States - 2024 Edition

Latham & Watkins LLP on

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

Carlton Fields

Expect Focus - Volume II, May 2024

Carlton Fields on

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

Goodwin

FINRA Proposes to Add ‘Knowledgeable Employees’ to Category of Persons Who May Receive Projections and Targeted Returns Under Rule...

Goodwin on

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

BCLP

Private Placement Investors Caught in Section 16(B) Web Because Coordinated Actions Created Potential for Inference of 13(D)...

BCLP on

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

Whitman Legal Solutions, LLC

Rule 506 Offerings Continue to be Popular with Real Estate Companies

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

Mayer Brown Free Writings + Perspectives

SEC Investor Advisory Committee to Meet and Consider Various Private Placement Related Topics

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

Woods Rogers

Real Estate Syndications: Legal Considerations for Syndicators (and Investors)

Woods Rogers on

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

Goodwin

Blueprint of the Advisers Act-Related SPAC Enforcement Actions So Far

Goodwin on

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

Amundsen Davis LLC

Private Placement – State and Federal Law Considerations

Amundsen Davis LLC on

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

King & Spalding

Considerations for Hybrid Rule 144A and 4(a)(2) Transactions

King & Spalding on

Sophisticated investors in structured finance products are increasingly demonstrating an interest in entering the market via direct private placements pursuant to Section 4(a)(2) of the Securities Act of 1933, either in...more

Dorsey & Whitney LLP

Raising U.S. Funds Under Canada’s New “Listed Issuer Financing Exemption”

Dorsey & Whitney LLP on

​​​​​​​As many of our readers will have heard, the Canadian Securities Administrators (“CSA”) has announced the adoption of a new prospectus exemption for certain reporting issuers listed on a Canadian stock exchange (the...more

Ward and Smith, P.A.

Alternatives to Registering a Security Offering

Ward and Smith, P.A. on

There are many ways for a company to raise capital.  Two common ways are for the principals to inject their own cash or arrange for the company to borrow it. But most banks are unwilling to lend to a company that does not...more

Mayer Brown Free Writings + Perspectives

Recalibrating Regulation of Private Markets?

In various public statements of late, representatives of the Securities and Exchange Commission have noted concern regarding the growth of the private markets.  The statements have pointed to the fact that fundraising in the...more

Whitman Legal Solutions, LLC

Evaluating Real Estate Investments – Buyer Sources and Uses of Funds

Like buying a concert ticket, real estate investors pay for more than just real estate when they invest in real estate. Although most of the money usually goes to purchase real estate, savvy investors should know where their...more

Stikeman Elliott LLP

OSC Extends Exemption From Underwriting Conflict Disclosure Requirements for Foreign Private Placements

Stikeman Elliott LLP on

On March 1, 2022, the Ontario Securities Commission (OSC) made an order extending the blanket relief issued in February 2021 that provides an exemption from underwriting conflicts disclosure requirements for foreign private...more

Dechert LLP

Reminder: Certain U.S. Reporting and Compliance Obligations for Investment Advisers and Private Funds

Dechert LLP on

The U.S. federal securities laws, the Commodity Exchange Act and regulations thereunder, and certain other applicable federal laws, rules and regulations, as well as rules of U.S. self-regulatory organizations (such as the...more

Whitman Legal Solutions, LLC

Evaluating Real Estate Investments -- Identifying Fraud

Many years ago, a lovely older couple (I’ll call them Chris and Jamie) came to my office seeking advice about a failed real estate investment. Hoping to improve on the low interest rate offered by their bank, they had...more

Whitman Legal Solutions, LLC

Real Estate Continued to Favor Rule 506(b) Offerings During the Pandemic

Under the Securities Act of 1933 (1933 Act), all securities offerings must be registered with the SEC unless there is an exemption. Registering securities is a costly and time-consuming process requiring SEC review and...more

Eversheds Sutherland (US) LLP

Significant, Proposed Limitations on IRA Investments Included in House Legislation

On September 27, 2021, the Build Back Better budget reconciliation legislation was introduced in the House of Representatives (the Legislation), which includes numerous revenue raisers and other tax-related changes. While...more

Latham & Watkins LLP

The Latham FPI Guide: Accessing the US Capital Markets From Outside the United States - 2021 Edition

Latham & Watkins LLP on

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

Kilpatrick

New FINRA Filing Requirements for Private Placement Recommendations; More Private Offering Regulatory Restrictions Likely

Kilpatrick on

FINRA Rules - On July 15, 2021, FINRA announced that it has updated its rules regarding the offering of private placement securities to expand the existing requirement that each broker-dealer that issues and/or sells a...more

Opportune LLP

Providing Clarity Around SEC Statement On SPAC Warrant Accounting

Opportune LLP on

Find out why the recent guidance from the SEC on how SPAC warrants are classified requires careful consideration of the specific facts and circumstances for each entity and each contract....more

Levenfeld Pearlstein, LLC

How to Address Cybersecurity Risks In A Private Placement Memorandum

The Securities and Exchange Commission (the “SEC”) requires companies to disclose the most significant factors that make investments in the company speculative or risky. Private Placement Memorandums (“PPMs”) are often used...more

Latham & Watkins LLP

The Latham Global IPO Guide - 2021 Edition

Latham & Watkins LLP on

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

Eversheds Sutherland (US) LLP

Digital Assets: The SEC’s roadmap for distribution and exams

In the span of the last five months, the Securities and Exchange Commission (SEC) and its staff have issued two statements, a risk alert and an exam priorities roadmap, all of which address digital assets in full or in part....more

216 Results
 / 
View per page
Page: of 9

"My best business intelligence, in one easy email…"

Your first step to building a free, personalized, morning email brief covering pertinent authors and topics on JD Supra:
*By using the service, you signify your acceptance of JD Supra's Privacy Policy.
- hide
- hide