Restricted Securities: Drafting Contractual Restrictions, Rule 144 Safe Harbor, Section 4(a)(1) Exemption
Recording of a 90-minute premium CLE webinar with Q&A
This CLE course will examine the existing regulatory framework around "restricted securities" (RS), and the avenues available for issuers and investors to offer and sell RS. The panel will also discuss the contractual restrictions that issuers often place on the transfer of RS and key provisions that allow for flexibility on future transfers.
- Definition of restricted securities (RS)
- Registration and disclosure requirements for subsequent offering of RS
- Exemptions and safe harbors allowing for resale
- Rule 144 initially
- Rule 144 over time
- Rule 144A
- Section 4(a)(1½)
- Rule CF
- Reg A+
- Contractual restrictions and alternatives on and for sale of RS
- Purpose--preventing transfer of shares to competitors, former employees, other parties
- Drafting provisions regarding expiration and allowing for flexibility
- Registration covenants to facilitate liquidity: (a) demand) (b) piggyback
- Puts vs. calls vs. rights of first refusal
- Other legal areas, especially employment law
The panel will review these and other high priority issues:
- What kinds of transactions or circumstances might result in the issuance of securities deemed to be RS?
- Who are the key players?
- What are the regulatory issues associated with a subsequent sale or transfer of RS?
- What options are available to a security holder who desires to resell RS without a registered offering?
- When are contractual restrictions on future transfer desirable in connection private offering?
- What is the proper role of counsel in transactions and situations involving RS?
Steven C. Papkin
Mr. Papkin uses his experience in corporate, securities and intellectual property law to advise companies in a wide... | Read More
Mr. Papkin uses his experience in corporate, securities and intellectual property law to advise companies in a wide range of industries, including film & television, technology, marketing and apparel. His clients have included some the largest and most-sophisticated companies in the world to start-up ventures and independent producers. His securities experience includes Regulation D and Regulation S offerings as well as PIPE (private investment/public equity) transactions. He has also advised on Rule 144 and Rule 701 transactions.Close
Martin B. Robins
Mr. Robins practices extensively in the general corporate and corporate governance, M&A, finance, intellectual... | Read More
Mr. Robins practices extensively in the general corporate and corporate governance, M&A, finance, intellectual property (including licensing, compliance and DMCA) and information technology/data security areas. He represents public and private clients of all sizes and in all industries ranging from Fortune 50 multinational firms to substantial private companies to start-ups to individual executives. His work encompasses transactions of all sizes and covers a wide array of transactions including business acquisitions, shareholder buy/sell agreements bank and similar financing, software licenses and computer/telecom hardware procurements, joint ventures, equipment and real estate leases, patent licenses, outsourcing and managed service contracts. He also publishes extensively in a number of legal journals and presents at legal conferences.Close