Please note that this program will only be offered as a live webcast. Speakers will be participating in the program remotely. As always, webcast attendees have access to all program materials, and will be able to view all program slides and submit questions to the speakers during the presentation. We thank you for your understanding as we follow the guidance of local health officials and work to provide a safe learning environment for both attendees and faculty.

2-Day Program

See Credit Details Below

Overview

 

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Why You Should Attend

In volatile markets, many companies rely even more on private placements and PIPE transactions. We will walk you through the basics of private placements, resales of restricted securities, Section 4(a)(1-1/2) transactions and block trades.  We will address the changes to private and exempt offerings brought about by the JOBS Act and the SEC’s Concept Release on Harmonization of Securities Offering Exemptions, including “accredited investor” crowdfunding offerings, the changes to Rule 701 and the SEC Concept Release on Rule 701 and Form S-8. We will also discuss the documentation, principal negotiating issues, and market developments relating to late-stage or pre-IPO private placements, PIPE transactions, 4(a)(2) and 144A offerings, and confidentially marketed public offerings.

What You Will Learn

  • Why companies rely more heavily on private placements and PIPE transactions in volatile markets
  • Basic framework relating to exempt offerings, including Section 4(a)(2) and Regulation D
  • Changes to accredited investor definition
  • The bad actor rule and practical implications
  • Guidance from the SEC Staff on “general solicitation” and “pre-existing substantive relationships”
  • Resales of restricted securities; secondary sales of securities of privately held companies and private secondary markets
  • Pre-IPO private placements and late-stage or “cross-over” private placements
  • Special considerations for broker-dealers, investment advisers and funds engaged in exempt offerings
  • Amendments to Rule 701, enforcement matters, and other updates affecting Rule 701
  • How to structure, document, and execute a:  private placement to institutional investors, a PIPE transaction, a Rule 144A offering, a 4(a)(2) debt private placement, an at-the-market offering, and a confidentially marketed public offering (“CMPO”) 

Program Level: All Levels

Intended Audience: Corporate and securities attorneys, compliance professionals, investment bankers and allied professionals involved in private placements and hybrid offerings.

Prerequisites: None

Advanced Preparation: None

Topics
Private placement Securities and other financial products Regulation and compliance (Securities and other financial products) Securities offerings

Credit Details

Schedule & Location