Redefining General Solicitation for Securities Offerings in the Internet and Social Media Age

Update on Recent SEC Guidance and Other Developments

Recording of a 90-minute CLE webinar with Q&A


Conducted on Tuesday, January 31, 2017
Recorded event now available


This CLE webinar will discuss how the meaning of general solicitation of securities offerings has evolved in the past few years since the advent of the JOBS Act given the evolution of solicitation online and through social media channels. The program will focus on how the most recent SEC Guidance on general solicitation is being used in practice and how the recent changes to reinvigorate the intrastate offering exemption by amending Rule 147 and adopting new Rule 147A, and to increase the Rule 504 ceiling to $5 million, fit in.

Description

Since the passage of the JOBS Act and the advent of solicitation of securities offerings via the internet and social media, both the SEC and private counsel are grappling with the redefining of the meaning of “general solicitation and general advertising.”

The SEC’s 2015 Compliance and Disclosure Interpretations (C&DIs) and Citizen VC letter provide some guidance on existing practices and offer some flexibility in online offering activities and investor presentation events. Key guidance is provided on establishing “preexisting” and “substantive” relationships, conveying factual business information, and dealing with angel investors.

Securities practitioners must keep abreast of actions that are permissible and those that are not. Actions that may have been ignored prior to the JOBS Act may not be overlooked in the future. This is true of both Rule 506(b) and (c) offerings, but also across the board including other exemptions and state law counterparts.

Listen as our authoritative panel of securities practitioners analyzes how the meaning of general solicitation of securities offerings has been redefined post-JOBS Act in an era of online and social media solicitation and how the landscape for exempt securities offerings has changed.

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 does the SEC guidance?

Outline

  1. Overview of SEC Compliance and Disclosure Interpretations (C&DIs)
    1. Factual business information
    2. Establishing “preexisting” and “substantive” relationships
    3. Angel investor networks
    4. Demo days, pitch events, V.C. fairs
  2. Citizen VC letter: Establishing preexisting relationships with investors online
    1. What does it mean for issuers?
  3. Intrastate Offering Exemptions
    1. Rule 147 – refreshed with amendments
    2. Rule 147A – interstate offers, intrastate sales
  4. Applicability of new guidance beyond Reg D and intrastate exemptions
    1. Other exemptions under the Securities Act and changes in those exemptions
    2. Actions that constitute engagement in a “public offering”
    3. State counterparts

Faculty

Yelena M. Barychev, Partner
Blank Rome, Philadelphia

Ms. Barychev concentrates her practice on securities laws and corporate governance matters. She advises management on public and private offerings of debt and equity securities, preparation of disclosure documents filed by public companies with the SEC, corporate governance issues and mergers and acquisitions. She has authored numerous articles and is a frequent speaker on securities compliance and corporate governance issues.

Stanley Keller, Of Counsel
Locke Lord, Boston

Mr. Keller is a nationally recognized corporate and securities lawyer who advises clients ranging from emerging companies to industry leaders. His practice focuses on public and private securities offerings and other corporate financings, advising publicly traded companies on compliance with SEC rules, public disclosure requirements and best practices, the Sarbanes-Oxley Act, the Dodd Frank Act and the JOBS Act, and other securities law and stock exchange requirements. He also counsel clients on mergers and acquisitions and corporate governance.

Richard M. Leisner, Shareholder
Trenam Law, Tampa, Fla.

Mr. Leisner is the firm’s senior securities lawyer. H​is broad-based corporate and securities law practice encompasses virtually all stages of the life cycle for public and private companies and their leaders and owners: all phases of capital formation and corporate transactions from start-up venture capital and Regulation D private placements through IPOs and ongoing SEC reporting, executive employment and equity-based benefits, mergers and acquisitions, private equity, spin-offs and other reorganizations, takeover contests (offense and defense) and SEC and other regulatory investigations. ​He ​is also experienced in counseling Boards of Directors on corporate governance, fiduciary duty and regulatory compliance issues, as well as on the conduct of internal investigations.


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