Reg A+ Securities Offerings and FAST Act: Navigating New Rules and Leveraging Capital Raising Opportunities

Description

Capital-raising opportunities for smaller companies, emerging growth companies (EGC) and startups have changed dramatically in 2015, particularly with the SEC’s adoption of the long-awaited Regulation A+ in June 2015. Regulation A+ establishes a more streamlined and inexpensive process for companies to raise up to $50 million in a public offering of securities. The new rules enable startups and small businesses to “go public” that otherwise would not have been possible under prior SEC rules. Regulation A+ provides several important benefits, such as confidential filings, the ability to “test the waters” with public investors, reduced disclosure requirements, and preemption of state blue sky laws.

In this program, the experts will review the current Regulation A+ IPO landscape, analyze key legal issues, recent practice development in the offering process, and other structural and legal considerations in conducting a Regulation A offering, including the choice between Tier 1 and Tier 2 offerings, secondary trading markets, the utilization of underwriters, Form 1-A disclosure requirements, the SEC and state review process, liabilities of officers and directors and test-the-water communications. We will also discuss the pros and cons of Regulation A+ offering as compared to traditional IPOs and Regulation D private placement.

The FAST Act was signed into law on Dec. 4, 2015, and contains several provisions implicating securities regulations, including amendments to the JOBS Act to provide additional accommodations to EGCs in IPOs, such as simplified financial statement disclosures and reduced time period for public filing prior to roadshows. It also created a new statutory exemption for private resale of securities under Section 4(a)(7) of the Securities Act, which may provide a much needed certainty for shareholders who wish to sell their securities. This program will review the highlights of the FAST Act and discuss potential impacts of Section 4(a)(7) and practical considerations for implementing the new exemption.

Listen as our authoritative panel of securities practitioners guides you through the Regulation A+ IPO process and the FAST Act provisions for smaller and EGCs so that you can be well informed of these new and important capital-raising opportunities.