Designing Rule 10b5-1 Trading Plans Under New SEC Rules: Preserving the Affirmative Defens...
Share Repurchase and Trading Restrictions, Director and Officer Certifications, Form SR Di...
April 4, 2023 • CLE • Live Webinar
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This CLE webinar will examine the SEC's recently adopted amendments relating to Rule 10b5-1 trading plans. The panel will discuss the new disclosure requirements, the controls and processes that companies should consider in order to conform with the new rules, and the potential liability of companie...
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SPACs, de-SPACs, and Sponsor Liability: Conflicts of Interest, Mismanagement Claims, Discl...
May 2, 2023 • CLE • Live Webinar
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This CLE course will examine the liability risks for sponsors of special purpose acquisition companies (SPACs) and explain how a de-SPAC transaction should be structured to avoid conflicts of interest, SEC disclosure violations, and mismanagement claims.
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Investment Adviser Compliance and Reporting: Latest Developments
Oversight of Service Providers, Amended Marketing Rule, ESG Reporting Requirements, SEC Ex...
February 16, 2023 • CLE • CLE On-Demand, Download
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This CLE course will examine the current regulatory and enforcement landscape for investment advisers. The panel will discuss recently proposed SEC rules regarding oversight of third-party service providers, the amended Marketing Rule, the private fund adviser rule proposal, reporting requirements f...
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Final SEC Pay Versus Performance Rule: New Expanded Executive Compensation Disclosures for...
December 20, 2022 • CLE • CLE On-Demand, Download
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This CLE webinar will examine the SEC's final rule for pay versus performance disclosures, including the public companies affected by the rule and the timeline for compliance. The panel will also discuss the steps companies should take now to be able to prepare for the new expanded disclosures to be...
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Structuring a Private Placement Memorandum for the Private Offering and Sale of Securities
Determining Materiality, Assessing Risk Factors, and Conducting Due Diligence
September 13, 2022 • CLE • CLE On-Demand, Download
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This CLE course will discuss the attorney's role in drafting and reviewing the private placement memorandum (PPM) for the private sale and solicitation of securities to ensure compliance with SEC disclosure rules for securities offerings and applicable state laws.
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Legal Opinions on the Resale of Securities: The Rule 144 Safe Harbor and Private and Publi...
August 10, 2022 • CLE • CLE On-Demand, Download
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This CLE course will discuss the preparation of legal opinions regarding resales of unregistered securities in the public markets relying upon the resale exemptions available under the federal securities laws, and, when available, the Rule 144 safe harbor. Section 4(a)(1 ½) and Section 4(a)(7...
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Proposed SEC Rules Related to SPAC IPOs and SPAC Business Combinations
Expanded Liability and Disclosure Requirements, Projections, Fairness, and Investment Comp...
July 13, 2022 • CLE • CLE On-Demand, Download
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This CLE course will examine recently proposed SEC rules affecting special purpose acquisition companies (SPACs), with an emphasis on the proposed rules that would have the most impact on SPAC IPOs and de-SPAC transactions. The panel will discuss the SEC's rationale for certain of the proposed chang...
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Finders and Unregistered Broker-Dealers: Understanding the Risks and Recent Developments
Avoiding the Pitfalls of Broker-Dealer Registration Violations, Lessons From SEC Enforceme...
June 21, 2022 • CLE • CLE On-Demand, Download
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This CLE course will analyze the legal pitfalls for securities issuers who utilize unregistered "finders" to solicit investors, the SEC's restrictive position on permissible activities of finders, activities that require broker-dealer registration, and SEC regulatory actions regarding unregistered b...
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Private Offering Exemptions and Blue Sky Laws: Avoiding State Compliance Pitfalls
Disclosure and Filing Requirements, Financial Statements, Broker Exemptions
June 13, 2022 • CLE • CLE On-Demand, Download
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This CLE course will focus on the interaction of federal securities exemptions and state "blue sky" laws. The panel will discuss the general state regulatory framework, how state blue sky laws vary, and why some states can be particularly problematic when taking advantage of Regulation D Rule 504 an...
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Drafting Preferred Stock Provisions: Current Developments
Structuring Liquidation and Distribution Preferences, Conversion Rights, Anti-Dilution Pro...
May 17, 2022 • CLE • CLE On-Demand, Download
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This CLE course will discuss the risks and benefits of preferred stock, as well as expected developments in light of the changing market landscape. The program will discuss drafting and other considerations.
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New SEC Rules Regarding 10b5-1 Trading Plans and Share Repurchases
Director and Officer Certifications and Trading Restrictions, Form SR Disclosures
April 19, 2022 • CLE • CLE On-Demand, Download
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This CLE webinar will examine the SEC's recently proposed amendments relating to Rule 10b5-1 trading plans and shareholder repurchase programs. The panel will discuss the new disclosure requirements, the controls and processes that companies should consider in order to conform with the new rules, an...
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Direct Listing of Securities: Going Public Without an IPO
Registration Requirements, NYSE Valuation Criteria, Pros and Cons
March 1, 2022 • CLE • CLE On-Demand, Download
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This CLE course will examine the process for achieving a direct listing of shares on the New York Stock Exchange (NYSE) and Nasdaq. The panel will also discuss the pros and cons of direct listing vs. an initial public offering (IPO), the new and emerging criteria for direct listings, and lessons fro...
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The SEC’s New Universal Proxy Rules for Contested Director Elections: Implications for Sha...
Notice, Disclosure, Solicitation, Filing, and Formatting, and Other Requirements
February 23, 2022 • CLE • CLE On-Demand, Download
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This CLE webinar will discuss the SEC's new rules for universal proxy cards in contested director elections, the effect of these new rules on all director elections, including uncontested elections, the new proxy statement disclosures mandated by these new rules, and the potential game-changing impa...
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Shareholder Engagement Strategies for Public Companies: Avoiding Proxy Contests
Preparation, Communication, Timing, Legal Requirements
October 19, 2021 • CLE • CLE On-Demand, Download
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This CLE course will focus on strategies for direct engagement between a public company and its key institutional shareholders. The panel will discuss preparation, communication, timing, and legal requirements that directors and officers must consider when engaging with shareholders.
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General Solicitation and Advertising of Securities Offerings Online and in Social Media: S...
September 28, 2021 • CLE • CLE On-Demand, Download
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This CLE course will discuss how the meaning of general solicitation in the context of private securities offerings has evolved since the enactment of the JOBS Act and the advent of solicitation online and through social media channels. The program will focus on SEC guidance on general solicitation...
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NFTs and Fractional NFTs: Legal and Regulatory Concerns for Creators and Investors
NFT as a Commodity, Securities Requirements, AML and Cybersecurity Issues
August 25, 2021 • CLE • CLE On-Demand, Download
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This CLE course will examine the current legal and regulatory framework around creating and marketing non-fungible tokens (NFTs). The panel will discuss regulation of NFTs as a commodity, potential securities requirements when fractional NFT interests are offered, and money-laundering and cybersecur...
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SEC Enforcement Priorities for 2021: SPACs, ESG Disclosures, Cybersecurity, COVID Disclosu...
July 20, 2021 • CLE • CLE On-Demand, Download
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This CLE course will discuss SEC enforcement priorities for 2021, with a particular focus on special purpose acquisition companies (SPACs), environmental, social, and governance (ESG) issues, digital currencies, COVID-19 disclosures, and PPP fraud. The panel will also discuss how the appointment of...
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Private Funds and ESG: Investment, Reporting and Disclosure Issues; Industry Protocols
June 2, 2021 • CLE • CLE On-Demand, Download
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This CLE course will examine evolving best practices regarding environmental, social, and governance (ESG) fund investment for asset managers. The panel will discuss ESG reporting and disclosure frameworks recently established by the EU, guidance from U.S. regulators, and ESG investment and reportin...
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Convertible Debt vs. Priced Equity Rounds: Evaluating the Preferred Deal Structure for Ear...
Pros and Cons of Different Financing Options for Entrepreneurs and Investors
May 11, 2021 • CLE • CLE On-Demand, Download
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This CLE course will discuss the pros and cons of SAFEs, convertible debt and priced equity rand how to evaluate the optimal deal structure for start-up investment financing rounds. The program will present perspectives from both issuers/owners and investors, as well as look at the current terms and...
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Expanded SEC Remedies Under the National Defense Authorization Act
Codifying the SEC's Ability to Pursue Ill-Gotten Gains
March 16, 2021 • CLE • CLE On-Demand, Download
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This CLE course will discuss the evolution of disgorgement as a remedy for securities violations, how the SEC currently exercises its disgorgement authority, and how the National Defense Authorization Act for Fiscal Year 2021 (NDAA) will expand on those capabilities in the future.
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New SEC Financial Disclosure Requirements: Regulation S-K Amendments, Materiality in MD&A...
February 17, 2021 • CLE • CLE On-Demand, Download
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This CLE course will examine recently adopted amendments to the financial disclosure requirements in Regulation S-K. The panel will discuss the SEC's focus on materiality and "principles-based" disclosures, what should be addressed in liquidity and capital disclosures, and how off-balance sheet comm...
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New Fund of Funds Rule: Avoiding Regulatory Pitfalls and Investor Disputes When Funds Inve...
February 3, 2021 • CLE • CLE On-Demand, Download
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This CLE course will analyze the SEC's new fund of funds rule and guide counsel on the regulatory requirements and investor protections that investment fund managers must consider when investing in other funds.
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Cryptocurrency: DOJ's Enforcement Framework and the Current Regulatory Landscape
ICOs and the Howey Test, Custody Issues, Virtual Currency as a Commodity, Regulating Stabl...
December 16, 2020 • CLE • CLE On-Demand, Download
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This CLE course will provide an up-to-date look at the current regulatory landscape for cryptocurrency. The panel will discuss what the recently heightened regulatory and enforcement activity by several agencies (SEC, CFTC, DOJ, FinCEN, OCC, state regulators, etc.) means for companies engaged in blo...
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Special Purpose Acquisition Companies: Structuring IPOs to Facilitate Future Mergers and A...
Navigating SEC and Stock Exchange Requirements, Warrants, Trust Accounts, Valuation and Bu...
November 5, 2020 • CLE • CLE On-Demand, Download
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This CLE course will examine IPO requirements and operational matters associated with special purpose acquisition companies (SPACs), as well as issues to consider in connection with a SPAC's initial business combination. The panel will discuss the typical pricing of securities (and the components of...
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PIPE Transactions and Registered Direct Offerings: Alternative Capital Raising, PE Investm...
Issuer Requirements, Structuring Concerns, Key Terms and Negotiating Points
August 6, 2020 • CLE • CLE On-Demand, Download
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This CLE course will examine the mechanics of traditional private investments in public equity (PIPEs) as well as registered direct offerings. The panel will discuss short-term advantages and follow-up obligations for issuers, key terms, and issues for investors to consider when engaging in these tr...
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SEC Investigations: Common Misconceptions and Mistakes, Designing a Successful Response St...
May 21, 2020 • CLE • CLE On-Demand, Download
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This CLE course will examine the SEC's investigative process and fundamental misconceptions that SEC enforcement defense counsel often have about how SEC investigations work. The webinar will provide counsel with insights into the SEC's decisionmaking process and consider the tactical tools availabl...
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New SEC Advertising and Solicitation Rules for Investment Advisers
Expanded Definition of Advertising, Increased Scrutiny of Third-Party Solicitation, New Re...
February 27, 2020 • CLE • CLE On-Demand, Download
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This CLE course will analyze the SEC's proposed changes to Rules 206(4)-1 (the Advertising Rule) and 206(4)-3 (the Solicitation Rule) of the Investment Advisers Act of 1940. The panel will also discuss the changes investment advisers will need to put in place to comply with the new rules and the tim...
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Offering Cryptocurrency Under Reg A+: Blockstack as a Fundraising Template
November 20, 2019 • CLE • CLE On-Demand, Download
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This CLE course will analyze the mechanics and securities law issues associated with the offering of digital currencies under Reg D and Reg A+. The panel will discuss the Blockstack offering recently approved by the Securities and Exchange Commission (SEC), what it suggests about capital raising for...
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Cryptocurrency and the Custody Rule: Legal Pitfalls in Managing Digital Assets
October 8, 2019 • CLE • CLE On-Demand, Download
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This CLE course will examine the legal and operational issues in establishing custody of cryptocurrencies and other digital assets on a blockchain or distributed ledger. The panel will discuss custody requirements that apply to various industry players under existing federal securities laws, includi...
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Regulation Best Interest and Other New SEC Standards of Conduct: Impact on Broker-Dealers,...
July 31, 2019 • CLE • CLE On-Demand, Download
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This CLE course will discuss the SEC's June 5, 2019 adoption of Regulation Best Interest, Form CRS and other rules and interpretations, and their effect on registered investment advisers, registered broker-dealers and investment companies.
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Restricted Securities: Drafting Contractual Restrictions, Rule 144 Safe Harbor, Section 4(...
March 5, 2019 • CLE • CLE On-Demand, Download
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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 tha...
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Securities Law Challenges in Mergers and Acquisitions: Navigating Exemptions for Transfer...
Regulation D, Section 4(a)(2), Integration, Disclosures, and Solicitation of Target Shareh...
January 30, 2019 • CLE • CLE On-Demand, Download
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This CLE course 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 dis...
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New SEC Regulatory Initiatives to Reduce Disclosure Obligations and Promote Capital Format...
Simplified Filings Under Form S-K and Form S-X; New Smaller Reporting Company Thresholds;...
November 28, 2018 • CLE • CLE On-Demand, Download
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This CLE course will examine recent initiatives by Congress and the SEC to encourage capital formation and reduce disclosure requirements for public and private issuers. The panel discussion will include simplification of disclosure requirements under Regulation S-K and Regulation S-X, the new defin...
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Initial Coin Offerings: SEC and Other Regulatory Guidance on Registration of Blockchain To...
November 7, 2018 • CLE • CLE On-Demand, Download
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This CLE course will analyze recent SEC guidance regarding primary and secondary sales of tokens. The panel will discuss the criteria that the SEC considers in determining whether digital tokens are securities for purposes of the Securities Act and the Exchange Act, and the implications for issuers...
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New SEC Guidance on Cybersecurity Disclosures: Risks, Incidents, Materiality, Data Governa...
June 12, 2018 • CLE • CLE On-Demand, Download
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This CLE course will examine the new SEC guidance regarding disclosures that must be made by public companies relating to cybersecurity risks and incidents. The panel will discuss how best to strike a balance between providing adequate disclosure and protecting company information systems. The panel...
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New Proxy Requirements for 2018: Pay Ratio Disclosure Rule
December 12, 2017 • CLE • CLE On-Demand, Download
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This CLE course will provide an analysis of the SEC's pay ratio disclosure rules, and how the pay ratio calculation should be reflected in proxy statements.
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Investment Adviser Advertising Rule: New SEC Guidance and Best Practices for Compliance
November 21, 2017 • CLE • CLE On-Demand, Download
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This CLE course will examine Rule 206(4)-1 of the Investment Advisers Act of 1940 (the Advertising Rule) and key issues recently identified by the SEC's Office of Compliance Inspections and Examinations (OCIE) in its examination of investment adviser marketing practices. The panel will discuss adver...
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Investment Advisers and the Custody Rule: New SEC Guidance and Actions to Take Now
Standing Letters of Authorization, Imputed Custody, and Disclosure Requirements
October 24, 2017 • CLE • CLE On-Demand, Download
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This CLE course will examine the Custody Rule as currently interpreted and enforced under the Investment Company Act of 1940 (the Act). The panel will discuss recent SEC guidance on imputed custody and standing letters of authorization, disclosure requirements, and best practices for investment advi...
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Foreign Private Issuers: Qualifying for Valuable Exemptions from SEC Reporting Requirement...
Analyzing the Shareholder Test and Business Contacts Test, Maintaining FPI Status, New SEC...
May 10, 2017 • CLE • CLE On-Demand, Download
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This CLE course will analyze the criteria for qualifying as a foreign private issuer (FPI) for purposes of securities registration, and review best practices for documenting and obtaining FPI status and reduced reporting requirements afforded FPIs. The panel will also discuss new guidance released b...
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Investment Advisers Under Heightened Scrutiny: Lessons from Recent SEC Enforcement Actions
Avoiding Conflicts of Interest, Non-Disclosure of Fees and Allocations, Insider Trading, a...
March 29, 2017 • CLE • CLE On-Demand, Download
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This CLE course will examine recent SEC actions against investment advisers, and the procedures and safeguards they should implement to prevent such claims. The panel will discuss conflicts of interest, non-disclosure of fees and expenses, misappropriation, misstatement of investment performance, an...
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Funding Platforms for Rule 506 Offerings: Navigating Broker-Dealer Registration Exemption...
October 4, 2016 • CLE • CLE On-Demand, Download
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This CLE course will address what investment advisers who operate a funding platform for Rule 506 offerings need to consider in conducting their business. The program will also explore when broker-dealer registration is required.
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Rule 506(b) Securities Offerings: Leveraging 506(b) Placements, Comparison to Rule 506(c)...
Navigating Rules for Solicitation and Accreditation Process for Non-Accredited Investors
August 24, 2016 • CLE, CPE • CLE On-Demand, Download
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This CLE course will compare and contrast four types of private securities offerings under SEC Rule 506 utilizing different types of solicitation tools:
* Rule 506(b) without using a technology platform to communicate the offering to investors
* Rule 506(b) using a technology platform to communica...
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Reg D Rule 506 Private Offerings: Verifying Accredited Investors and Identifying "Bad Acto...
Navigating New SEC Report on Accredited Investor Definition, Exercising Bad Actor Due Dili...
June 22, 2016 • CLE • CLE On-Demand, Download
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This CLE course will discuss SEC rules and counsel due diligence in Reg D Rule 506 private offerings regarding the issuer's verification obligations that investors in the offering meet the definition of "accredited investors" and that people associated with issuers and intermediaries are not "bad ac...
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Structuring Concurrent Regulation S and Regulation D Securities Offerings: Navigating the...
June 1, 2016 • CLE • CLE On-Demand, Download
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This CLE course will prepare counsel with a discussion of the process for conducting concurrent securities offerings pursuant to Regulation D and Regulation S under the Securities Act, liability and associated disclosure considerations, and the drafting and negotiating of the purchase agreement and...
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