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Overview
Why You Should Attend
Private placements and exempt offerings have overtaken registered offerings as the means of raising capital in the United States. With the significant changes to the exempt offering framework, and especially the integration rules, brought about by the amendments adopted in late 2020 that became effective in 2021, this session will provide a comprehensive overview of the area. We will walk through the basics of private placements, resales of restricted securities, Section 4(a)(1-1/2) transactions and block trades. We will focus on changes to the accredited investor definition, changes to Rule 506, the new demo day exception, the new integration rules, proposed amendments to Rule 701 and Form S-8 and proposed amendments to Rule 144. 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
• 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
• Changes to exempt offering framework
• 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”)
Who Should Attend
Corporate and securities attorneys, compliance professionals, investment bankers and allied professionals involved in private placements and hybrid offerings.
Program Levels: 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