News & Analysis as of

Private Offerings

Bass, Berry & Sims PLC

Chris Lazarini Discusses Application of New York Statute of Frauds in Case Seeking to Recover Compensation

by Bass, Berry & Sims PLC on

Bass, Berry & Sims attorney Chris Lazarini discussed the case in which an investment bank sought to recover compensation from a client it had assisted in raising capital. The investment bank sued on claims of quantum meruit,...more

Varnum LLP

Reasons to Include Only Accredited Investors in Your Rule 506(b) Private Offering

by Varnum LLP on

This post explains why limiting your private placement to only "accredited" investors is the most efficient and cost-effective way to complete your capital raise. We also examine how including "non-accredited" investors...more

Skadden, Arps, Slate, Meagher & Flom LLP

SEC Solicits Comment on Modernizing the Rules and Forms for Stock-Based Compensation

On July 18, 2018, the Securities and Exchange Commission (SEC) issued a concept release soliciting public comment on ways to modernize Rule 701 and Form S-8 of the Securities Act of 1933 to account for recent developments...more

White & Case LLP

New Belgian Prospectus Law

by White & Case LLP on

Proportionate disclosure regime for small scale capital raisings and simplified regime for liability management exercises introduced. The New Prospectus Law has been published in the Belgian Official Gazette. The New...more

Skadden, Arps, Slate, Meagher & Flom LLP

The JOBS Act 3.0: Regulatory Reforms Pass House of Representatives

On July 17, 2018, the House of Representatives passed the JOBS and Investor Confidence Act (JOBS Act 3.0), a package of reforms consisting of 32 pieces of legislation principally designed to spur entrepreneurship by...more

Mintz - Securities Litigation Viewpoints

Federal Court Grants Class Certification in the LendingClub Case Over Objections from State Court Plaintiffs, But Denies Federal...

LendingClub is facing two parallel securities litigation cases stemming from alleged false statements it made in connection with its initial public offering (“IPO”). One case is proceeding in the U.S. District Court for the...more

Barley Snyder

Bill to Make Private Offerings Easier Has Momentum

by Barley Snyder on

The U.S. House of Representatives recently passed a bill directed at making private offerings easier. The bill – the Fair Investment Opportunities for Professional Experts Act – now moves to the U.S. Senate Committee on...more

Dorsey & Whitney LLP

SEC Charges Firm, Officers Re False Statements in Private Offerings

by Dorsey & Whitney LLP on

The Commission has long focused on microcap frauds, repeatedly brining cases in this area. It has also focused in recent years on offering fraud actions, filing a string of cases....more

Allen Matkins

Negotiating Permits?

by Allen Matkins on

The title of yesterday’s post may have been a bit recondite for some readers as I never directly mentioned negotiating permits in the post. Therefore, today’s post will back up a bit and fill in some of the missing pieces....more

Allen Matkins

A Permit To Negotiate – Really?

by Allen Matkins on

It is sometimes forgotten that the California Corporate Securities Law of 1968 makes it unlawful to either offer or sell a security in California in an issuer transaction unless that the sale has been qualified or exempt from...more

Dechert LLP

NASDAQ Proposes Revisions to Shareholder Approval Rules

by Dechert LLP on

Nasdaq, Inc. recently requested comments regarding possible updates to its “20% voting rule.” That rule, adopted in 1990, requires Nasdaq listed companies to obtain shareholder approval when issuing 20% or more of its stock...more

Skadden, Arps, Slate, Meagher & Flom LLP

Financial CHOICE Act Aims to Open Capital Markets and Reduce Regulatory Burdens

On June 8, 2017, the House of Representatives passed, by a 233-186 party-line vote (with all Democrats and one Republican voting against), the Financial CHOICE Act of 2017, a bill principally designed to reverse many features...more

Bryan Cave Leighton Paisner

Preserving Deferred Tax Assets in a Capital Raise

Hosts Jonathan Hightower and Rob Klingler discuss recent capital raises and techniques used to preserve deferred tax assets....more

Morrison & Foerster LLP - JOBS Act

Food for Thought, part 3

Below, a continuation of our bibliography of thought-provoking articles on issues related to right-sizing regulation, staying private versus going public, and related topics...more

Stinson Leonard Street - Dodd-Frank and the...

Press Releases Sink Private Offering

The opinion of the SEC in KCD Financial Inc. upholds a FINRA disciplinary action against a FINRA member broker-dealer that sold securities in a private placement when no exemption from registration was available....more

Locke Lord LLP

Integration of Private and Public Offerings 2017

by Locke Lord LLP on

I. INTRODUCTION - A. Outline Coverage - This outline reviews the SEC’s interpretations that relate to the integration of private and public offerings and the challenges they impose for the capital formation process....more

Dorsey & Whitney LLP

SEC: Plan to Invest in Hamilton Tickets a Fraud

by Dorsey & Whitney LLP on

People are always searching for the next great thing; the next great innovation; the next great adventure; and the next great investment. Often it is the search for that safe, sure thing return; the one where the investment...more

Goodwin

Financial Services Weekly News - November 2016 #4

by Goodwin on

Editor's Note - Potential CFPB Reform in the Wake of the Election. The November 16 edition of the Roundup indicated that the Financial CHOICE Act (Act) may be a blueprint for legal changes affecting the financial...more

Taylor English Duma LLP

SEC Adopts Changes to Rules 147 and 505

by Taylor English Duma LLP on

Changes Reflect Adoption of Intrastate Crowdfunding and Increased Usage of Private Offerings Under Regulation D The Securities and Exchange Commission (SEC) on October 26, 2016 voted to update Rules 147 and 504....more

Proskauer - Private Equity Litigation

Unicorns Under Scrutiny: The SEC Previews Its “Long Arm” Of The Law

As we previously discussed, SEC Chair Mary Jo White recently delivered the keynote address at the Silicon Valley Initiative hosted by the SEC-Rock Center for Corporate Governance at Stanford University. While the speech and...more

Stinson Leonard Street - Dodd-Frank and the...

Three Bills Introduced in the U.S. House of Representatives Concerning Access to Capital Markets

On March 23, 2016, three bills affecting access to capital markets were introduced in the U.S. House of Representatives. H.R. 4850: Micro Offering Safe Harbor - Representative Tom Emmer of Minnesota introduced this...more

Stinson Leonard Street - Dodd-Frank and the...

Crowdfunding Investor Bulletin Issued by SEC

On February 16, 2016, the SEC posted an investor bulletin relating to equity crowdfunding intended to educate the public about the process for investing in equity crowdfunding and some of the risks involved. On May 16, 2016,...more

Morrison & Foerster LLP - JOBS Act

JOBS Act Quick Start – A Brief Overview of the JOBS Act, 2016 Update

Many market participants were taken by surprise by the enactment of the Jumpstart Our Business Startups (JOBS) Act. The JOBS Act, HR 3606, was passed by the United States House of Representatives on March 8, 2012. On March...more

Dentons

TSX and TSXV join regulators in accommodating rights offerings

by Dentons on

The rights offering exemption has historically been an underutilized means of raising capital for public issuers. This exemption from the requirement to file a prospectus allows issuers a method of financing whereby existing...more

Hodgson Russ LLP

‘Excuse Me, While I Kiss the [Blue] Sky’: Common State Securities Law Considerations Applicable to U.S. Private Offerings by...

by Hodgson Russ LLP on

The wires have hit. You’ve just closed a multijurisdictional offering and delivered a great result for your client. As visions of a raucous post-closing party with your client enter your mind (or perhaps just visions of a...more

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Updated: May 25, 2018:

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Information for EU and Swiss Residents

JD Supra's principal place of business is in the United States. By subscribing to our website, you expressly consent to your information being processed in the United States.

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Privacy Officer
JD Supra, LLC
10 Liberty Ship Way, Suite 300
Sausalito, California 94965

You can also manage your profile and subscriptions through our Privacy Center under the "My Account" dashboard.

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California Privacy Rights

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You can make a request for this information by emailing us at privacy@jdsupra.com or by writing to us at:

Privacy Officer
JD Supra, LLC
10 Liberty Ship Way, Suite 300
Sausalito, California 94965

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Access/Correct/Update/Delete Personal Information

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Changes in Our Privacy Policy

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Contacting JD Supra

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We use cookies and other tracking technologies to:

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Updates to This Policy

We may update this cookie policy and our Privacy Policy from time-to-time, particularly as technology changes. You can always check this page for the latest version. We may also notify you of changes to our privacy policy by email.

Contacting JD Supra

If you have any questions about how we use cookies and other tracking technologies, please contact us at: privacy@jdsupra.com.

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