May 22 – 23, 2017

PLI New York Center
1177 Avenue of the Americas
(2nd Floor)
New York, NY 10036

PLI’s Private Placements and Hybrid Securities Offerings 2017 conference is designed for corporate and securities attorneys, compliance professionals, control room personnel, bankers and allied professionals who deal with private placements and other exempt and hybrid offerings. The faculty will address the changes to private and exempt offerings brought about by the JOBS Act, including matchmaking platforms, “accredited investor” crowdfunding, offerings using general solicitation, Rule 144A offerings, and the practical implications of these changes for issuers, broker-dealers and investment advisers. In addition, the faculty will address the basics of private placements, sales of restricted securities, Rule 144 and Section 4(a)(1-1/2) transactions and block trades. The panelists will discuss the considerations that have led many companies to remain private longer and defer IPOs, while creating liquidity opportunities for holders through private secondary trading markets. Panelists will address the basics of traditional private placements, PIPE transactions, and Rule 144A transactions, as well as recent developments affecting each of these capital raising alternatives.

Partner Anna Pinedo will serve as chairperson for this event and will speak on the “Welcome and Introduction to Private Placements and Hybrid Financings” panel on Day One of the conference and on the “Welcome and Introduction to Conducting Hybrid Offerings” panel on Day Two. Senior Of Counsel Marty Dunn will speak on the “Overview of 4(a)(2) and Regulation D” panel on Day One.

To register for this conference, or for more information, please click here.

Thursday, April 20, 2017
1:00 p.m. – 2:00 p.m. EDT

During this session, we will review the benefits and accommodations available to foreign private issuers, or non-U.S. domiciled companies, that choose to access the U.S. capital markets. We will discuss assessing status as a foreign private issuer, the initial and ongoing disclosure requirements for foreign private issuers, liability considerations, and related topics. The speakers also will address important recent developments significant to foreign private issuers, including:

  • Recent Staff guidance regarding the foreign private issuer definition;
  • Areas of focus for SEC comments, including the use of non-GAAP measures;
  • Corporate governance developments;
  • Exhibits, HTML and XBRL for foreign private issuers and IFRS filers; and
  • Areas of likely SEC focus, including potential rollback of certain specialized disclosure requirements, the disclosure effectiveness initiative and related matters.

Speakers:

For more information, or to register, please click here.

Please contact cmg-events@mofo.com for a promotional code for 25% off tuition.

Wednesday, April 26, 2017
11:00 a.m. – 12:30 p.m. EDT

After the 2016 decline in the number of U.S. initial public offerings (IPOs), commentators questioned whether the trend toward companies deferring initial public offerings and remaining private longer would be a new norm.  Already this year’s IPO market appears to be rebounding.  During the session, the presenters will discuss:

  • Whether cross-over (or late stage) private rounds still remain an important milestone on the road to the IPO;
  • U.S. IPO activity (sectors, VC- and PE-backed companies, foreign private issuer activity, syndicate structures);
  • Disclosure and governance trends among IPO issuers;
  • Dual track processes and the legal and business considerations;
  • Multiple share classes; and
  • Other developments.

Speakers:

CLE credit is pending for California and New York.

For more information, or to register, please click here.

March 28 – 30, 2017

Pullman San Francisco Bay
223 Twin Dolphin Drive
Redwood City, CA 94065

Israel Dealmakers Summit 2017 is the largest and most prestigious Israel-focused business event of the year featuring a meticulously curated gathering of more than 1,000 global corporations, investors, dealmakers and entrepreneurs from the United States, Europe, Asia and Israel. The event balances a roster of world-class speakers with significant networking time, providing unrivaled dealmaking opportunities across key industries including: IoT & Connected Devices; Cyber Security; Digital, Marketing & eCommerce; Industrial Technology; Autonomous Vehicles; Data Science & Analytics; Artificial Intelligence; and Virtual & Augmented Reality.

Morrison & Foerster is a Featured Sponsorship Partner of this year’s Summit. Partner Anna Pinedo will host a session entitled “Public vs. Private: The Strategic Value of an IPO” on the second day of the conference.

For more information on our Israel practice, please click here.

For more information, or to register for the Summit, please click here.

Thursday, March 9, 2017
12:30 p.m. – 2:00 p.m. EST

As the Trump Administration takes charge in 2017, the only thing that seems inevitable is that the regulatory and enforcement outlook will change. Initial indications point to a desire to relax or repeal certain regulations that may be regarded as burdensome to public companies. Also, proposed legislation would relax certain corporate governance and compensation-related measures that formed part of the Dodd-Frank Act. Proposed legislation also would address the types of cost-benefit analysis that would be required to support proposed regulation.

Don’t miss this chance to learn SEC regulations’ status and how they will likely change from experts who have been directly involved in rule-making and implementation of U.S. securities laws.

Topics to be discussed include:

  • Rules that were proposed but not adopted by the SEC as part of the Dodd-Frank Act rule-making mandate;
  • What to expect as far as corporate governance and executive compensation requirements;
  • Final rules adopted pursuant to the Dodd-Frank Act mandate relating to extractive minerals and specialized disclosures;
  • Future of the Disclosure Effectiveness initiative;
  • Likely status of the rules proposed by the SEC and not yet adopted;
  • Proposed changes affecting investment companies and their likely status; and
  • Anticipated enforcement areas of focus.

Speakers:

  • Andrew J. “Buddy” Donohue
    Former Chief of Staff, Director of Enforcement, and Director of Investment Management, SEC
  • Roberta Karmel
    Centennial Professor of Law, Brooklyn Law School,
    former SEC Commissioner
  • Robert Khuzami
    Partner, Kirkland & Ellis LLP, former Director of Enforcement, SEC
  • Troy Paredes
    Paredes Strategies LLC, former SEC Commissioner
  • Anna Pinedo
    Partner, Morrison & Foerster LLP

For more information, or to register, please click here.

Please contact cmg-events@mofo.com for a promotional code for discounted $99 tuition.

February 7-8, 2017

Four Seasons Hotel Miami
1435 Brickell Avenue
Miami, FL 33131

The 35th Annual Federal Securities Institute is the Southeast’s premier educational forum on new Delaware corporate law developments and anticipated deals that can significantly impact corporate transactions in the current calendar year. Attendees will hear directly from top experts and authorities throughout the country, including regulators, judges, corporate counsel, plaintiff and defense litigators.

Morrison & Foerster Partner Anna Pinedo will speak on a panel entitled “Capital Raising Opportunities and Challenges in 2017: Being Public without Going Public” on Day 1 of the program.

For more information, or to register, please click here.

The SEC and the SEC Staff had a busy second half of 2016.  In late 2016, the SEC Staff issued guidance principally in the form of C&DIs on various topics.  Join Morrison & Foerster for our two-part recap of items you may have missed.

Session One
Wednesday, February 8, 2017
11:00 a.m. – 12:00 p.m. ET

During our first session, we will review Regulation A:  what do we know about how the exemption is working?; Regulation Crowdfunding; C&DIs on Regulation Crowdfunding; FINRA crowdfunding enforcement matter; Rule 147/Rule 504; Integration C&DI; C&DIs on Rule 701; and Guidance on Rule 144.

Speakers:

Session Two
Thursday, February 9, 2017
11:00 a.m. – 12:00 p.m. ET

During our second session, we will review C&DIs on Rule 144A, FPIs, and Regulation S.  We also will discuss guidance on Exxon Capital exchange offer representations; guidance on shortened tenders; and recent Trust Indenture Act related court cases.

Speakers:

CLE credit is pending for California and New York.

To register for this teleconference series, or for more information, please click here.

Tuesday, December 13, 2016

Yitzhak Rabin Center
8 Haim Levanon Street
Tel Aviv, Israel

We have been witnessing significant changes in the U.S. capital markets, bringing about new challenges for IPO candidates, as well as opportunities to access better, and deeper, private capital markets. Join us at the Rabin Center for a complimentary session that will include engaged discussions regarding:

  • The IPO market in the United States and the ReIPO™ for listed companies;
  • Club IPOs:  insider participation in IPOs;
  • The “better” reverse merger:  merging into already public operating companies with failed clinical programs;
  • Is the pre-IPO private the new IPO?  A look at private financing markets in the United States;
  • Block trades and bought deals;
  • Areas of SEC focus for reporting companies; and
  • Recent U.S. securities laws developments.

Speakers:

  • Anna Pinedo
    Partner, Morrison & Foerster LLP
  • James Tanenbaum
    Partner, Morrison & Foerster LLP
  • Leonard Rosen
    Chief Executive Officer, Barclays Israel

Additional speakers to be announced at a later date.

For more information, or to register, please click here.

Wednesday, November 30, 2016
11:00 a.m. – 12:30 p.m. EST

Traditionally, most public companies in the US were organized as C-corporations. However, tax developments in recent years have given corporate planners a wide range of new tools to structure a public company. For example, tax pass-through MLP and REIT structures are spreading into new asset classes. Also, traditional double taxed ‘C’ corporations are using tax pass-through entities, including partnerships, to reduce or eliminate entity-level taxes as well as optimize their internal structures with tax ‘disregarded entities’. These new tools lead to a variety of tax choices in deciding how to structure a public company.

During this briefing, which is intended for a general audience, the speakers will explain the structures, restrictions and pitfalls in this evolving hybrid world of C-corporations mixed with tax pass-throughs. Specifically, they will discuss:

  • Master limited partnerships;
  • REITs and alternative assets that may qualify as ‘real estate’;
  • Business development companies;
  • Consolidated groups of corporations and disregarded entities; and
  • Up-C structures.

Speakers:

CLE credit is pending for California and New York.

For more information, or to register, please click here.

Tuesday, October 25, 2016
11:00 a.m. – 12:30 p.m. EDT

The cross-border private placement market has continued to grow, providing non-US issuers with an opportunity to raise capital from US and European financial institutions. This market, which has seen incredibly robust activity this past year, has continued to attract issuers across a myriad of industries and from multiple worldwide jurisdictions. These issuers seek to, among other things, diversify their funding sources or supplement their bank lending, lengthen their existing debt profile, refinance acquisition debt or finance certain single-asset projects. In this webinar, speakers will discuss:

  • The global private placement market and recent trends;
  • Market participants;
  • Documentation requirements for traditional and structured transactions;
  • Financial covenants, “MFLs” and model form provisions;
  • New Issuers using the market (social housing trusts, universities, investment trusts, etc);
  • Marketing process with Agented and “direct” Private Placements; and
  • Ratings and the NAIC.

Speakers:

  • Scott Ashton
    Partner, Morrison & Foerster LLP
  • Brian Bates
    Partner, Morrison & Foerster LLP
  • Tarun Sakhrani
    Vice President, Barclays

For more information, or to register, please click here.