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Category Archives: Private Placements

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A Conversation with Chair White

Posted in Accredited Investor Standard, Disclosure Requirements, Late Stage Investments, Private Placements, Rule 506, SEC News

Chair White spoke at the Annual Securities Regulation Institute in San Diego last week and participated in a Q&A session.  We have highlighted below commentary on topics of interest to our readers. Disclosure effectiveness:  Chair White noted that this initiative is one of the Commission’s important priorities.  She noted the requests for comment that had… Continue Reading

JOBS Act Quick Start – A Brief Overview of the JOBS Act, 2016 Update

Posted in IPO On-Ramp, JOBS Act News, Private Placements, Public Companies, Venture Capital

JOBS Act Quick Start provides a comprehensive overview of the provisions of the JOBS Act, including the changes brought about in market practice as a result of the IPO on ramp provisions. This 2016 update, which we invite you to read, describes the recent FAST Act improvements, the final rules relating to Regulation A, and the… Continue Reading

FINRA Amends Proposed Funding Portal Rules

Posted in Crowdfunding, FINRA, Private Placements, SEC News

On January 21st, FINRA an amendment (see text here:  http://www.finra.org/sites/default/files/rule_filing_file/SR-FINRA-2015-040-ammendment-1.pdf) to its proposed rule changes relating to the registration, supervision and oversight of crowdfunding funding portals.  The Securities and Exchange Commission published a notice and order on January 22nd seeking comment on FINRA’s proposed rule changes on an accelerated basis.  In the notice and order,… Continue Reading

FINRA and OCIE: Examining Private Placements

Posted in Communications, Crowdfunding, FINRA, Private Placements, Regulation D, Rule 506

Readers of this blog are familiar with the recent regulatory changes that have created new possibilities for non-registered capital raises in the U.S.: general solicitations in Regulation D offerings, Regulation A+, crowdfunding, and to a lesser extent, new Section 4(a)(7) under the 1933 Act. Many applaud the additional flexibility provided by these changes.  At the… Continue Reading

ALI CLE Seminar: Regulation D Offerings and Private Placements…Plus New Options for Exempt Offerings

Posted in Crowdfunding, Events, Private Placements, Regulation A+, Regulation D, Rule 144A, Rule 506

On Thursday, March 10, Friday, March 11, and Saturday, March 12, 2016, Morrison & Foerster Partner Marty Dunn will speak at the American Law Institute’s “Regulation D Offerings and Private Placements…Plus New Options for Exempt Offerings” conference in Scottsdale, Arizona. Mr. Dunn will participate in several panels, including: “Conceptual, Statutory, and Regulatory Background and Structure;”… Continue Reading

Complimentary Seminar: Finding the Right Capital Raising Tool

Posted in Biotech, Events, IPO On-Ramp, Private Placements, Public Companies, Venture Capital

On December 15, 2015, in Tel Aviv, Israel, Morrison & Foerster will present a complimentary seminar titled “Finding the Right Capital Raising Tool”. Identifying the right capital-raising tool for a company depends on a number of different factors.  Understanding the alternatives and their best uses will be the focus of our discussion.  Morrison & Foerster Partners… Continue Reading

SEC’s Division of Economic Research Study

Posted in Private Placements, Regulation D, Rule 144A, Rule 506

The Division of Economic Research released an updated study regarding capital raised in the United States through unregistered offerings. The study notes that in 2014 more than $2 trillion in proceeds were raised through exempt offerings, largely through offerings made in reliance on Regulation D.  The information was collected principally from Form D filings.  Although… Continue Reading

PLI Seminar: Understanding the Securities Laws Fall 2015

Posted in Crowdfunding, Events, Private Placements, Regulation A+, Regulation D, Rule 144A

PLI’s Understanding the Securities Laws Fall 2015 conference on December 17-18, 2015, will provide an overview and discussion of the basic aspects of the U.S. federal securities laws by leading in-house and law firm practitioners and key SEC representatives. Emphasis will be placed on the interplay among the Securities Act of 1933, the Securities Exchange… Continue Reading

PLI Seminar: Private Placements and Hybrid Securities Offerings 2015

Posted in Events, Private Placements, Regulation A+, Regulation D, Rule 144A

PLI’s Private Placements and Hybrid Securities Offerings 2015 conference on October 26-27, 2015, presents an expert faculty of leading practitioners and regulators as they discuss and analyze the changing regulatory framework and market for private offerings.  They will address the changes to private and exempt offerings brought about by the JOBS Act, including matchmaking platforms,… Continue Reading

PLI Conference: Understanding the Securities Laws Summer 2015

Posted in Events, Private Placements

On July 23-24, 2015, Practising Law Institute will be hosting their 2015 conference titled “Understanding Securities Laws”. This program will provide an overview and discussion of the basic aspects of the U.S. federal securities laws by leading in-house and law firm practitioners and key SEC representatives. Emphasis will be placed on the interplay among the Securities… Continue Reading

Complimentary Seminar: Choreographing Your Financings

Posted in Biotech, Events, Intellectual Property, IPO On-Ramp, Private Placements, Public Companies

On May 5th, 2015, in Tel Aviv, Israel, Morrison & Foerster will present a complimentary seminar titled “Choreographing Your Financings”. For intellectual property-based companies, like technology and life science companies, planning your financing strategy is essential. Timing your financings in light of upcoming product announcements or design wins, milestones, or trial results may often be… Continue Reading

FINRA Regulatory and Examinations Priorities Letter

Posted in FINRA, General Solicitation, Private Placements

Earlier this week, FINRA published its annual priorities letter. Again, FINRA includes among the areas of concern private placements. FINRA cites particular issues relating to inadequate due diligence by broker-dealers in connection with private placements, inadequate suitability assessments, misleading offering documents, and deficiencies in procedures in offerings that use escrow accounts. The letter also raises… Continue Reading

IFLR Webinar: The Cross-Border Private Placement Market

Posted in Events, Private Placements

On October 14, 2014 at 11:00 am EST, Morrison & Foerster Of Counsel Scott Ashton and Partner Brian Bates will participate in an IFLR Webinar on cross-border private placements. The cross-border private placement market continues to grow, providing non-U.S. issuers with an opportunity to raise capital from U.S. insurance companies, pension funds and other institutional… Continue Reading

SEC Investor Alert on Unregistered Offerings

Posted in Private Placements, SEC News

Earlier this week, the SEC’s Office of Investor Education issued an Investor Alert that highlights some of the warning signs for investors that an unregistered offering may be an investment scam.  The alert is available here:  http://www.sec.gov/oiea/investor-alerts-bulletins/ia_unregistered.html#.U-Pk66XD9l4.

New Senate Bill Introduced to Clarify Definition of General Solicitation

Posted in General Solicitation, Private Placements

The text of S. 2498, introduced by Senator Murphy in late June, was finally released.  The bill is titled the “HALOS Act”, or “Helping Angels Lead our Startups Act.”  Angel investors have expressed concerns regarding the definition of the term “general solicitation” following the adoption of Rule 506(c), which permits issuers to use general solicitation… Continue Reading

SEC Staff Provides Rule 506(c) Verification Guidance

Posted in Private Placements, Rule 506, SEC News

The SEC Staff recently provided further guidance on the provisions of Rule 506(c) of Regulation D which permit the use of general solicitation and general advertising when sales are made only to accredited investors and the issuer verifies the accredited investor status of the purchasers.  The Staff has now clarified certain aspects of the verification… Continue Reading

Limited Corporate Financing Brokers

Posted in Private Placements

FINRA published Regulatory Notice 14-09 (available:  https://www.finra.org/web/groups/industry/@ip/@reg/@notice/documents/notices/p449586.pdf) to solicit comments regarding a series of new rules that would be applicable to firms that perform certain limited functions.  FINRA is proposing to establish a new, reduced regulatory framework for firms that advise issuers on debt and equity private placements with institutional investors or provide certain advisory… Continue Reading

Reg D and Private Placements Boot Camp

Posted in Events, Private Placements, Rule 506

On March 13-15, 2014, Morrison & Foerster partner Marty Dunn will participate on the faculty of an ALI CLE course called “Regulation D Offerings and Private Placements.” The course will focus on private placements and the new regulatory environment as a result of the JOBS Act. The course will be held in Paradise Valley, AZ,… Continue Reading

Private Placements and Other Financing Alternatives 2014

Posted in Events, Private Placements

On March 25-26, 2014, Morrison & Foerster partner Anna Pinedo will chair a PLI conference entitled Private Placements and Other Financing Alternatives 2014. This is the first in-person PLI conference that will discuss the proposed crowdfunding rules, the proposed Reg A+ rules, and the practical issues emerging in connection with Rule 506 offerings using general… Continue Reading

SEC Staff Provides More Guidance on Rule 506(d)

Posted in Private Placements, Rule 506, SEC News

On January 3, 2014 the Staff of the SEC’s Division of Corporation Finance updated the Securities Act Rules Compliance and Disclosure Interpretations to address a number of interpretive issues under the “bad actor” disqualification provisions that are now a part of Rule 506 of Regulation D.  The new interpretations are as follows: Question 260.28 Question:… Continue Reading

The Value of Relationships

Posted in JOBS Act News, Private Placements, Rule 506

Maybe, given that we’re living in the age of social media with Facebook “friends” and LinkedIn contacts, it shouldn’t be all that surprising that the value of relationships may appear to have diminished.  In fact, in many discussions with clients about Rule 506(b) and Rule 506(c), conversations seem to assume that the principles of “preexisting… Continue Reading

SEC Announces Agenda and Panelists for Small Business Forum

Posted in Events, JOBS Act News, Private Placements, Rule 506, SEC News

The SEC has announced the agenda and panelists for its annual Small Business Forum on November 21, 2013.  The event will begin at 9 a.m. at the SEC (and via webcast), and will include two morning panel discussions. The first panel will focus on evolving practices in the new world of Regulation D exempt offerings…. Continue Reading

SEC Staff Provides Rule 506(c)/Rule 144A Guidance

Posted in Private Placements, Rule 506, SEC News

Today, the SEC Staff in the Division of Corporation Finance updated the Securities Act Rules Compliance and Disclosure Interpretations to provide a number of new interpretations regarding Rule 506(c) and revised Rule 144A.  The Staff updated Sections 138 and 260 of the Securities Act Rules Compliance and Disclosure Interpretations, which can be found at: http://www.sec.gov/divisions/corpfin/guidance/securitiesactrules-interps.htm.