Securities Law Challenges in Mergers and Acquisitions: Navigating Exemptions for Transfer or Issuance of Securities

Regulation D, Section 4(a)(2), Integration, Disclosures, and Solicitation of Target Shareholders

A live 90-minute CLE webinar with interactive Q&A


Wednesday, January 30, 2019 (in 6 days)

1:00pm-2:30pm EST, 10:00am-11:30am PST

or call 1-800-926-7926

This CLE webinar will discuss securities law compliance issues attendant with M&A transactions. The program will focus on the most commonly used safe harbor for an exemption from registration under the Securities Act of 1933, Regulation D, and how to use it in an M&A transaction. The program will discuss the requirements of Regulation D, a brief introduction on integration considerations, required disclosures, and the limitations of general solicitation and advertising to target shareholders.

Description

A transfer of stock as part of the sale of a business in an M&A transaction is considered a securities offering under the Securities Act, as is the issuance of new stock to shareholders of another company in exchange for their shares of stock. Due to costliness and the complexities of registration requirements, issuers often seek an exemption from the Act.

Section 4(a)(2) exemption and Reg D safe harbors are the most common exemptions used for stock issued as part of a merger or acquisition. Reg D prohibits public solicitation and advertising and limits the ability to sell securities to nonaccredited purchasers. Also, the securities are restricted and subject to limitations on resale.

Penalties can be steep, and mistakes can be costly to the deal, so counsel must carefully consider securities law implications before structuring the transaction and closing the deal.

Listen as our authoritative panel examines the applicability of the Securities Act to a stock transfer or issuance that is part of an M&A deal. The panel will review how Regulation D applies in the M&A context and the requirements, the limitations of Reg D offerings, integration, required disclosures, and the limitations on general solicitation and advertising to target shareholders.

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Outline

  1. M&A Advisors
    1. Business brokers
    2. Investment bankers (broker-dealers)
    3. Federal law (SEC)
    4. State law
  2. Regulation D in M&A context
    1. Offering size
    2. Integration
    3. Required disclosure
    4. Using Section 4(a)(2)
  3. Solicitation of target shareholders in M&A transaction
    1. Reg D general solicitation and advertising
    2. Preexisting, substantive relationships
    3. Nonaccredited purchasers
    4. Restricted shares and limitations on resale

Benefits

The panel will review these and other key issues:

  • When is there a sale of securities in the M&A context?
  • What are the required disclosures for nonaccredited investors under Rule 502 in the M&A context?
  • What challenges arise in the M&A context concerning soliciting target shareholders?

Faculty

Cenkus, Brett
Brett A. Cenkus

Atty
Cenkus Law

Mr. Cenkus focuses his practice on business law, and serves as a consultant to startups. He has extensive experience in...  |  Read More

Hicks, Kevin
Kevin L. Hicks

Principal
GenCounsel

Since 1998, Mr. Hicks has counseled executives and directors at small- and mid-size companies, including companies...  |  Read More

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