Reg A and Reg D: Evolving Securities Exemptions for Private Offerings
Navigating Regulation A+, the FAST ACT, Rule 506 (c): Recent SEC Guidance
Recording of a 90-minute premium CLE video webinar with Q&A
This CLE course will provide private equity and securities counsel with an update on the current status of Reg A and Reg D, the JOBS Act, the FAST Act, and accompanying SEC rules, including the most recent amendments to the definition of "accredited investor" and offering limits.
Outline
- Introduction to Reg A and Reg D exemptions
- Regulation A+
- Tier 1 and Tier 2
- State law preemption
- FAST Act and the private resale of securities: exemption requirements
- Rule 506(b) and 506(c): verifying "accredited investors"
- Recent SEC guidance
- Regulation A filing process and related guidance
- Integration of offerings with other exempt offerings
- Digital assets under securities laws
Benefits
The panel will review these and other key issues:
- What are the different reporting obligations in Tier 1 and Tier 2 offerings under Reg A+?
- What are the conditions imposed under the FAST Act rules to allow for private resales without registration?
- How will the recent revisions to the accredited investor definition impact Reg D offerings?
- What are the latest digital asset and cryptocurrency-related developments?
Faculty
Zachary Fallon
Partner
Ketsal
Mr. Fallon carries nearly fifteen years of practical legal and regulatory experience advising companies, investors, and... | Read More
Mr. Fallon carries nearly fifteen years of practical legal and regulatory experience advising companies, investors, and market participants regarding their compliance obligations under federal securities laws. His experience spans nine years at the U.S. Securities and Exchange Commission’s (SEC) Division of Corporate Finance and Office of the General Counsel. Among other things, Mr. Fallon served as a special Advisor to the SEC’s General Counsel and later as Senior Special Counsel to Director of the Division of Corporation Finance. Prior to the SEC, he practiced at Latham & Watkins. Mr. Fallon is an expert on the federal securities laws, particularly issues around small company capital formation and various exemptions from registration under the Securities Act of 1933. He helped lead key internal SEC investigations in the wake of the 2008 financial crisis and was key to many of the SEC’s regulatory policy decisions made following adoption of the JOBS Act. Mr. Fallon was the principal drafter of the Regulation A proposing and adopting release (aka Reg A+), as well as the SEC’s proposing release on Intrastate and Regional Crowdfunding exemptions.
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Gary J. Ross
Managing Partner
Ross Law Group
Mr. Ross focuses his practice on securities law, venture capital and private equity, and corporate governance. He has... | Read More
Mr. Ross focuses his practice on securities law, venture capital and private equity, and corporate governance. He has extensive experience advising as to SEC-registered and exempt capital markets transactions. Before founding Ross Law Group in 2013, he worked at Sidley Austin and Alston & Bird, as well as the Department of the Treasury, where he was part of the Troubled Asset Relief Program. Mr. Ross is the host of the American Bar Association podcast VC Law, and has served as an adjunct professor at Brooklyn Law School for the past five years.
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