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Unregistered Securities Offerings: Choosing the Appropriate Exemption; Documents and Disclosures; Recent Trends

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

This program is included with the Strafford CLE Pass. Click for more information.
This program is included with the Strafford All-Access Pass. Click for more information.

Tuesday, May 28, 2024 (in 10 days)

1:00pm-2:30pm EDT, 10:00am-11:30am PDT

or call 1-800-926-7926

This CLE webinar will discuss the procedures and recent trends and updates for raising capital via unregistered securities offerings. The panel will explore selecting the appropriate registration exemption, structuring the offering, preparing the appropriate documents and disclosures, and closing the transaction.

Description

An unregistered offering is the offer and sale of securities in a transaction that is not registered with the SEC in reliance on an exemption from registration under the Securities Act of 1933. Securities offerings continue to be a key source of financing for companies, and most companies choose to issue securities in private placements in order to avoid the time and expense of the registration process. However, most of the registration exemptions allowing for private placements also limit the kinds of purchasers who may participate in these sales.

The most common registration exemption is Regulation D, promulgated (largely) under Section 4(a)(2) of the Securities Act, most notably its safe harbors Rule 506(b) and Rule 506(c). Companies can also use Section 4(a)(2) itself, which can lead to confusion regarding the difference between these exemptions. Two other important exemptions are Regulation S and Regulation A.

There are several steps involved when conducting an unregistered/private placement offering. These steps include determining the type of offering that best meets the client's fundraising needs and goals; drafting the offering documents (including the private placement memorandum, if applicable) and other disclosures; determining the accredited investor status of the investors; filing the notice of exempt offering (Form D) with the SEC; complying with state securities laws; conducting the offering by marketing and selling securities to investors; closing the transaction; and providing ongoing disclosures if required.

Listen as our authoritative panel of securities attorneys takes you through the steps in conducting an unregistered/private placement offering. The panel will provide updates on the latest trends and rules governing private securities offerings and offer practical tips and guidance for each step of the process.

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Outline

  1. Overview: unregistered securities offerings
  2. Recent legal updates and current trends
  3. Registration exemptions and safe harbors
  4. Comparing Regulation D with a Regulation S, Regulation A, or 4(a)(2) offering
  5. Structuring the unregistered offering
  6. Identifying risk factors
  7. Preparing disclosures
  8. Reporting obligations
  9. State law concerns
  10. Closing the transaction
  11. Potential future reforms of Regulation D
  12. Key takeaways

Benefits

The panel will address these and other critical issues:

  • What are the key factors when selecting the appropriate safe harbor/exemption from registering an offering with the SEC?
  • What are the legal considerations when preparing offering materials and drafting purchase agreements?
  • What are key risk factors to be aware of with these transactions?
  • What are the reporting and disclosure requirements?

Faculty

Cenkus, Brett
Brett A. Cenkus

Attorney
Cenkus Law

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

Herman, Alex
Alex M. Herman

Partner
Paul Hastings

Ms. Herman focuses on representing public and private companies and financial institutions in cross-border capital...  |  Read More

Ross, Gary
Gary J. Ross

Managing Partner
Ross Law Group

Mr. Ross focuses his practice on securities law, venture capital and private equity, and corporate governance. He has...  |  Read More

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