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

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

Conducted on Wednesday, March 2, 2016

Recorded event now available

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Program Materials

The CLE webinar will analyze key legal issues in Reg A+ offerings and discuss practical considerations in advising companies that plan to pursue a Regulation A+ IPO. The program will also discuss the recently enacted FAST Act for smaller and emerging growth companies.

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.

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Outline

  1. Reg A+ offerings
    1. Current Regulation A+ IPO landscape
    2. Summary of basic legal framework
    3. Key considerations in structuring Regulation A+ offerings
    4. Secondary trading markets: OTC vs. NASDAQ/NYSE listing
    5. Mechanics and process for Regulation A+ offerings
    6. Disclosure requirements under Form 1-A and SEC review process
    7. Perspective from underwriters and broker-dealers: Due diligence considerations
    8. Benefits and costs: Comparison with conventional IPOs and Regulation D private placements
    9. What companies should do to prepare for a Regulation A+ offering.
  2. FAST Act
    1. Additional accommodations in IPO on-ramp provisions under JOBS Act
    2. New resale exemption: Section 4(a)(7)
    3. Potential impact of Section 4(a)(7) and practice pointers
    4. Forward incorporation permitted in Form S-1 registration statements filed by

Benefits

The panel will review these and other key issues:

  • What are the benefits and costs of Regulation A+ offerings?
  • What structural and legal considerations must be considered in conducting a Regulation A offering?
  • What new opportunities does the FAST Act provide for EGCs?

Faculty

Albert Lung
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

Robert R. Kaplan, Jr.
Robert R. Kaplan, Jr.
Kaplan Voekler Cunningham & Frank

Mr. Kaplan's practice is concentrated in the areas of securities, business representation and real estate...  |  Read More

Brenda Hamilton, Esq.
Brenda Hamilton, Esq.
Hamilton & Associates Law Group

Ms. Hamilton has counseled clients in legal and forensic matters involving domestic and international securities and...  |  Read More

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