transcript   Transcript

A. Overview of Regulation D, Rule 701 and SEC Update; B. Resales: Rule 144, Tacking, Holding Period Issues and 4 (1-1/2)

Recorded on: May. 3, 2011
Running Time: 01:07:14

Full Transcript:



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Taken from the Web Program Private Placements and Other Financing Alternatives 2011 recorded April, 2011 in New York.

Lecture Topics  [01:07:14]

A. Overview of Regulation D, Rule 701 and SEC Update; B. Resales: Rule 144, Tacking, Holding Period Issues and 4 (1-1/2)  [01:07:14]

A. Overview of Regulation D, Rule 701 and SEC Update

  • Section 4(2) and Regulation D Basics 
  • Electronic Form D Filing
  • Recent Regulation D and Rule 701 Interpretations
  • Compliance and Disclosure Interpretations
  • Use of Finders
  • Conducting Private Offerings Outside of the Safe Harbors
  • Blue Sky Issues
  • Current SEC Developments

B. Resales: Rule 144, Tacking, Holding Period Issues and 4 (1-1/2)

  • Resales of Restricted Securities
  • Rule 144 and Satisfying Rule 144 Conditions
  • Determining the Holding Period
  • Common Tacking Issues under Rule 144
  • Shell Company Status
  • Recent SEC Guidance
  • 4 (1-1/2)
  • Resale PIPEs, Block Sales
The purchase price of this segment includes the following article from the Course Handbook available online:
  • Exempt Offerings of Securities Under Regulation D
    David B. H. Martin
  • News Bulletin: FINRA Issues Regulatory Notice Reminding Broker-Dealers of Their Obligation to Conduct Reasonable Investigations in Regulation D Offerings
    Anna T. Pinedo
  • SEC Guidance on Rule 144 Regarding the Sale of Restricted and Control Securities - Applications, Conditions, and Frequently Asked Questions
    N. Adele Hogan
  • SEC C&DI Securities Act Sections (Private Placements)--8/11/10
    N. Adele Hogan
  • SEC Staff Legal Bulletin No. 4--9/16/97
    N. Adele Hogan
  • SEC Staff Legal Bulletin No. 3A (CF)--6/18/08
    N. Adele Hogan
  • SEC C&DI Exchange Act Rules--2/11/11
    N. Adele Hogan
  • SEC C&DI Securities Act Sections--8/11/10
    N. Adele Hogan
  • Rule 144 (PowerPoint Slides)
    Anna T. Pinedo
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