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SEC Chair Clayton has noted in many public remarks that the growth of the private capital markets have outpaced the U.S. public markets. Many of the most promising companies now choose to defer their IPOs and remain private, raising capital in successive exempt offerings. While the JOBS Act brought about a number of changes to, and additions to, the exempt offering framework, that may only have increased complexity. Earlier this year, the SEC issued a Concept Release on Harmonization of Securities Offering Exemptions that raises a number of fundamental questions for market participants. Do we have too many exempt offering choices? Is harmonization required? How will retail investors participate in the growing private markets?
Michael L. Hermsen and Anna T. Pinedo of Mayer Brown LLP will discuss:
- Traditional private placements conducted under Section 4(a)(2) and Rule 506(b);
- The evolution of general solicitation and Rule 506(c);
- The motivations for using one of these approaches over another;
- Integration of offerings in close proximity to one another and the changes in integration analyses over the years;
- Choosing among a Regulation A, a crowdfunded, and a Rule 506(c) offering;
- Investor qualifications, sophistication and disclosure; and
- Resale exemptions.
Program Level: Update
Intended Audience: In-house counsel, outside attorneys, board members and corporate officers of privately held and of public companies, and other allied professionals interested in private offerings of securities
Advanced Preparation: None