General Solicitation and Advertising of Securities Offerings Online and in Social Media: SEC Guidance
Recording of a 90-minute premium CLE video webinar with Q&A
This CLE course will discuss how the meaning of general solicitation in the context of private securities offerings has evolved since the enactment of the JOBS Act and the advent of solicitation online and through social media channels. The program will focus on SEC guidance on general solicitation and other changes to the intrastate offering exemption.
Outline
- Overview of SEC compliance and disclosure interpretations
- When is information merely "factual business information" rather than advertising?
- How do you establish "preexisting" and "substantive" relationships?
- The role of general solicitation in angel investor networks
- The role of general solicitation in demo days, pitch events, V.C. fairs
- Citizen VC no-action letter
- Establishing preexisting relationships with investors online
- What does it mean for issuers?
- Test the water communications under Regulation A+
- Basic framework of Regulation A+ offerings
- Test-the-water: process and requirements
- Online public solicitation under Regulation A+: practice considerations
- Intrastate offering exemptions and integration of concurrent offerings
- Rule 147: Refreshed with amendments
- Rule 147A: Interstate offers, intrastate sales
- Applicability of new guidance beyond Reg D, Rule 506, and intrastate exemptions
- Other exemptions under the Securities Act and changes in those exemptions
- Actions that constitute an engagement in a "public offering"
- State counterparts
Benefits
The panel will review these and other key issues:
- What does the SEC guidance mean for issuers and other participants in the offering process?
- How does the guidance for solicitation and advertising in the SEC's C&DIs apply beyond Reg D offerings?
- What is the impact of the new intrastate offering exemptions (Rule 147 and Rule 147A) and raising the Rule 504 ceiling to $5 million?
- How do Section 4(c) platforms intersect with the SEC guidance?
- How do you deal with state blue sky laws that view general solicitation differently than the SEC guidance?
Faculty
Anthony R.G. Nolan
Partner
K&L Gates
Mr. Nolan has a domestic and international practice that emphasizes lending transactions, fixed income securities,... | Read More
Mr. Nolan has a domestic and international practice that emphasizes lending transactions, fixed income securities, structured finance, structured products and derivatives. He often works at the intersection of finance and investment management, including trading and regulation of swaps and security-based swaps, loan trading, securities lending and repo as well as traditional borrowing and leverage transactions.
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Vanessa J. Schoenthaler
Partner
Sugar Felsenthal Grais & Helsinger
Ms. Schoenthaler focuses her practice on corporate and securities matters with an emphasis on private and... | Read More
Ms. Schoenthaler focuses her practice on corporate and securities matters with an emphasis on private and public securities transactions, compliance and disclosure obligations and corporate governance matters. Her corporate finance experience ranges from advising investors and development stage companies in early round financings to representing issuers and intermediaries in registered and exempt offerings of equity and debt securities. She counsels foreign and domestic sponsors, private funds and investment managers with regard to formation and operation, investment adviser registration, and periodic and ongoing disclosure obligations. She also guides her clients in structuring investments, compliance with regulatory requirements (including under Section 13, Section 16 and Rule 144) and adressing insider trading issues.
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