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
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.
- 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 engagement in a "public offering"
- State counterparts
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?
Morgan Lewis & Bockius
Mr. Lung focuses his practices on U.S. securities laws, capital market transactions and SEC regulations. He has... | Read More
Mr. Lung focuses his practices on U.S. securities laws, capital market transactions and SEC regulations. He has extensive experiences in guiding companies, investment banks and major stakeholders through initial public offerings (IPOs), follow-on and secondary offerings, private investment in public equity (PIPEs), Rule 144A offerings, and convertible debt financing. He also advises publicly listed companies in emerging technology, biotechnology, software, and life sciences fields with respect to SEC regulations and disclosure requirements, NYSE and NASDAQ listing requirements, corporate governance, investors communications and a variety of other general corporate matters. Mr. Lung is a leading practitioner in Regulation A+ offerings, and he has represented companies and underwriters in a number of Regulation A+ IPOs since the new rules became effective in June 2015.Close
Anthony R.G. Nolan
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.Close
Vanessa J. Schoenthaler
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.Close