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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
November 13, 2019 CLE Live Webinar

This CLE webinar will discuss the pros and cons of convertible debt and priced equity rounds and 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... Read More

Offering Digital Tokens Under Reg A+: Blockstack as a Fundraising Template for Blockchain...
November 20, 2019 CLE Live Webinar

This CLE webinar 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 fo... Read More

Structuring a Private Placement Memorandum for the Private Offering and Sale of Securities
Determining Materiality, Assessing Risk Factors and Conducting Due Diligence
December 4, 2019 CLE Webinar

This CLE webinar 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. Read More

New SEC Guidance on Proxy Voting and Proxy Advisers
Proxy Advice as Solicitation, New Requirements for Investment Advisers in Voting Clients'...
December 11, 2019 CLE Live Webinar

This CLE webinar will examine new SEC guidance regarding investment adviser voting responsibilities and provide instruction on the adjustments investment advisers must make to their proxy voting procedures in order to comply. The panel will also discuss the SEC's new interpretation of proxy advice a... Read More

Cryptocurrency and the Custody Rule: Legal Pitfalls in Managing Digital Assets
October 8, 2019 CLE CLE On-Demand, Download

This CLE webinar 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, includ... Read More

Regulation Best Interest and Other New SEC Standards of Conduct: Impact on Broker-Dealers,...
July 31, 2019 CLE CLE On-Demand, Download

This CLE webinar 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. Read More

Finders and Unregistered Broker-Dealers: Understanding the Risks and Recent Developments
Avoiding the Pitfalls of Broker-Dealer Registration Violations, Lessons From Recent SEC En...
May 15, 2019 CLE CLE On-Demand, Download

This CLE webinar 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... Read More

Evolving Regulatory Landscape for Cryptocurrency: Lessons From Recent Enforcement Actions
SEC, CFTC, FinCEN and IRS Current Positions on Cryptocurrencies
April 24, 2019 CLE CLE On-Demand, Download

This CLE webinar will provide an up-to-date look at the current regulatory landscape for cryptocurrency issuers, investors and traders. The panel will discuss recent enforcement actions by the SEC, the CFTC, the IRS and FinCEN, and what the measures mean for companies engaged in blockchain ventures... Read More

Redefining General Solicitation for Securities Offerings in the Internet and Social Media...
April 10, 2019 CLE CLE On-Demand, Download

This CLE webinar 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... Read More

Restricted Securities: Drafting Contractual Restrictions, Rule 144 Safe Harbor, Section 4(...
March 5, 2019 CLE CLE On-Demand, Download

This CLE webinar 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 th... Read More

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

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 di... Read More

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

This CLE webinar 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 defi... Read More

Initial Coin Offerings: SEC and Other Regulatory Guidance on Registration of Blockchain To...
November 7, 2018 CLE CLE On-Demand, Download

This CLE webinar 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... Read More

New SEC Guidance on Cybersecurity Disclosures: Risks, Incidents, Materiality, Data Governa...
June 12, 2018 CLE CLE On-Demand, Download

This CLE webinar 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 pane... Read More

Direct Listing of Securities: Going Public Without an IPO
Registration Requirements, New NYSE Valuation Criteria, Pros and Cons, Lessons From Spotif...
May 23, 2018 CLE CLE On-Demand, Download

This CLE webinar will examine the registration, valuation and listing process for direct listing of shares on the New York Stock Exchange (NYSE) without a prior or simultaneous initial public offering (IPO) registered with the Securities and Exchange Commission under the Securities Act of 1933. The... Read More

New Proxy Requirements for 2018: Pay Ratio Disclosure Rule
December 12, 2017 CLE CLE On-Demand, Download

This CLE webinar will provide an analysis of the SEC's pay ratio disclosure rules, and how the pay ratio calculation should be reflected in proxy statements. Read More

Investment Adviser Advertising Rule: New SEC Guidance and Best Practices for Compliance
November 21, 2017 CLE CLE On-Demand, Download

This CLE webinar 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 adve... Read More

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

This CLE webinar 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 adv... Read More

Special Purpose Acquisition Companies: Structuring IPOs and Facilitating Future Mergers an...
Navigating SEC and Stock Exchange Requirements, Warrants, Trust Accounts, Valuation of Tar...
September 19, 2017 CLE CLE On-Demand, Download

This CLE webinar 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 o... Read More

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

This CLE webinar 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... Read More

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

This CLE webinar 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, a... Read More

Funding Platforms for Rule 506 Offerings: Navigating Broker-Dealer Registration Exemption...
October 4, 2016 CLE CLE On-Demand, Download

This CLE webinar 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. Read More

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

This CLE webinar 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 communic... Read More

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

This CLE webinar 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 a... Read More

Structuring Concurrent Regulation S and Regulation D Securities Offerings: Navigating the...
June 1, 2016 CLE CLE On-Demand, Download

This CLE webinar 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... Read More

Reg A+ Securities Offerings and FAST Act: Navigating New Rules and Leveraging Capital Rai...
March 2, 2016 CLE CLE On-Demand, Download

The CLE webinar will analyze key legal issues in Reg A+ offerings and discuss practical considerations in advising companies that plan to pursue a Regulation A+ IPO. The program will also discuss the recently enacted FAST Act for smaller and emerging growth companies. Read More

Rule 144A and Regulation S Securities Offerings: Navigating the Process and Closing the De...
Preparing the Offering Memorandum, Purchase Agreement, Registration Rights Agreements and...
September 3, 2015 CLE CLE On-Demand, Download

This CLE webinar will discuss the process for conducting securities offerings pursuant to Rule 144A and Regulation S under the Securities Act, liability and associated disclosure considerations, the drafting and negotiating of the purchase agreement, registration rights agreement (if any) and other... Read More

Drafting Convertible Preferred Stock Provisions, Equity Warrants and Options, Restricted S...
Structuring Liquidation and Distribution Preferences, Conversion Rights, Anti-Dilution Pro...
August 26, 2015 CLE, CPE CLE On-Demand, Download

This CLE webinar will discuss the risks and benefits of convertible preferred stock and equity options and warrants, as well as restricted stock and restricted stock unit grants, for investors, key employees and companies. The program will discuss drafting considerations and key terms for stock, war... Read More

Drafting and Negotiating Convertible Preferred Stock Provisions: Protecting Interests of B...
Structuring Liquidation and Distribution Preferences, Conversion Rights, Negative Control...
May 8, 2014 CLE CLE On-Demand, Download

This CLE webinar will discuss the risks and benefits of convertible preferred stock for investors and companies in negotiating convertible preferred term sheets to fully capture the benefits of the investment. The panel will discuss drafting considerations for key terms including liquidation prefere... Read More

Structuring Securities Offerings After the JOBS Act Private Placement Revisions
Leveraging Solicitation and Advertising Opportunities and Navigating Stricter Rule 506 Saf...
August 22, 2013 CLE CLE On-Demand, Download

This CLE webinar 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... Read More

JOBS Act: Capital-Raising Regulatory Reform for Mid-Market and Emerging Companies
Navigating Significant Securities Law Changes Impacting IPOs and Private Placements
June 12, 2012 CLE CLE On-Demand, Download

This CLE webinar will provide commercial finance counsel with a review of the most significant provisions of the JOBS Act. The panel will focus on how this law expands capital-raising options for small, mid-market and emerging companies and the law's effect on the IPO and private placement process. Read More