Structuring Securities Offerings After the JOBS Act Private Placement Revisions

Leveraging Solicitation and Advertising Opportunities and Navigating Stricter Rule 506 Safe Harbor Provisions

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

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Conducted on Thursday, August 22, 2013

Recorded event now available

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Course Materials

This CLE course will focus on the impact of the SEC changes to Regulation D and Rule 506 which will take effect mid-September, discuss new opportunities for advertisement for private placements, and address "bad actor" provisions and the proposed changes to private placement provisions to increase investor protection.

Description

On July 10, 2013, the SEC approved significant changes to the private placement provisions in Regulation D to permit advertised private placements and to prevent issuers from using the most popular private placement rule (Rule 506) where the issuer or certain related parties are felons or other “bad actors.”

These changes have the potential to transform the private placement market and will become effective mid-Sept. 2013. Counsel should also be cognizant of the SEC's proposed important changes to the private placement provisions to enhance investor protection.

Listen as our panel discusses the significant changes to the private placement provisions recently approved by the SEC allowing for advertised private placements, the new "bad actor" provisions under Rule 506 and the proposed rules to add new requirements to Regulation D.

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Outline

  1. Advertised private placements
    1. New opportunities
    2. How the issuer verifies that all investors are accredited
  2. "Bad actor" provisions
    1. Events that will disqualify an issuer from using Rule 506
    2. Effect of previous disqualifying events
    3. The waiver process
  3. Proposed rules to add new requirements to Regulation D

Benefits

The panel will review these and other key questions:

  • What are the new opportunities for advertised private placements?
  • How does the issuer verify that all investors are accredited, as required by the new provisions?
  • What events will disqualify an issuer from using Rule 506?
  • What is the effect of previous disqualifying events?
  • What is the waiver process?

Following the speaker presentations, you'll have an opportunity to get answers to your specific questions during the interactive Q&A.

Faculty

Pankey, David H.
David H. Pankey
Partner
McGuireWoods

Mr. Pankey's practice includes all aspects of transactional securities work and corporate finance, with an...  |  Read More

Nova D. Harb
Nova D. Harb
McGuireWoods

She practices primarily in the areas of business and corporate law, with an emphasis on federal and state securities...  |  Read More

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