Securities Private Placements

News & Analysis as of

Unwrapped: "Canadian Wrapper" amendments for cross-border securities offerings to sophisticated Canadian investors

Amendments to facilitate offerings - On September 8, 2015, certain amendments to the current Canadian securities regulatory regime came into effect to facilitate certain cross-border private placement offerings to...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

[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

FINRA Announces $1.5 Million Sanction Against Broker-Dealer and Bars President for Fraud

On March 12, FINRA announced an order requiring a New York-based broker-dealer to pay over $1 million in restitution and $500,000 in fines for alleged fraud in sales of a private placement offering. According to the Order,...more

Structuring a Cross-Border Securities Offering: Common U.S. Exemptions from Registration

Due to the size and scope of the U.S. capital markets, U.S. investors can form a meaningful add-on tranche to both public and private Canadian securities offerings. However, the legal mechanics of structuring a cross-border...more

Alberta Increases Access to Private Placements for Institutional Investors

By blanket order granted November 20, 2014, the Alberta Securities Commission (ASC) removed barriers to participation by institutional investors in private placements by foreign issuers by addressing three requirements that...more

Bad Actors

On July 10, 2013, the Securities and Exchange Commission (“SEC”) adopted amendments to Rule 506 of Regulation D (“Reg D”) that, among other things, prohibit issuers of securities from relying on Reg D if “bad actors” are...more

Private Funds on Social Media—Proceed with Caution

When the Securities and Exchange Commission lifted the ban on general solicitation and general advertising for private offerings of securities, can marketing blitzes on Twitter and other social media sites be far behind?...more

FINRA Offers Regulatory Road Map for 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

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

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

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

FINRA Releases Guidance on Notice Filings for Private Placements

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

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

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