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

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


Conducted on Wednesday, April 10, 2019

Recorded event now available

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Program Materials

This CLE webinar 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.

Description

Since the enactment of the JOBS Act and the advent of solicitation of private 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. They provide guidance 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 the government and federal and state regulatory agencies ignored before 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.

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Outline

  1. Overview of SEC Compliance and Disclosure Interpretations
    1. When is information merely “factual business information” rather than advertising?
    2. How do you establish "preexisting" and "substantive" relationships?
    3. The role of general solicitation in angel investor networks
    4. The role of general solicitation in demo days, pitch events, V.C. fairs
  2. Citizen VC No-Action Letter
    1. Establishing preexisting relationships with investors online
    2. What does it mean for issuers?
  3. Test the Water Communications under Regulation A+
    1. Basic framework of Regulation A+ offerings
    2. Test-the-Water: process and requirements
    3. Online public solicitation under Regulation A+: practice considerations
  4. Intrastate offering exemptions and integration of concurrent offerings
    1. Rule 147: Refreshed with amendments
    2. Rule 147A: Interstate offers, intrastate sales
  5. Applicability of new guidance beyond Reg D, Rule 506 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

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

Lung, Albert
Albert Lung

Of Counsel
Morgan Lewis & Bockius

Mr. Lung focuses his practices on U.S. securities laws, capital market transactions and SEC regulations. He has...  |  Read More

Nolan, Anthony
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

Schoenthaler, Vanessa
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

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