On April 15, 2013, Anna Pinedo will be chairing a one-day Practising Law Institute conference (live in New York City, with various groupcast locations, as well as live webcast) titled Private Placements and Other Financing Alternatives 2013. This year’s conference will feature a number of sessions addressing JOBS Act-related developments, including an update on the… Continue Reading
Category Archives: Private Placements
Subscribe to Private Placements RSS FeedJOBS Act at Year 1
Posted in Crowdfunding, Decimalization, Emerging Growth Company Status, Exchange Act Registration Thresholds, IPO On-Ramp, Private Placements, Regulation A+, Research, Rule 506 RulemakingAny milestone, such as an anniversary, provides an opportunity for reflection and evaluation. At the one-year anniversary of the JOBS Act, preliminary experience gives reason for some optimism. The centerpiece of the JOBS Act, the “IPO on-ramp” provisions contained in Title I, have proven quite useful. The SEC Staff’s guidance in the form of Frequently… Continue Reading
FundersClub Obtains Broker-Dealer Registration No-Action Relief
Posted in Broker-Dealer Registration, Crowdfunding, Private Placements, Rule 506 Rulemaking, SEC NewsOn March 26, 2013, the SEC’s Division of Trading and Markets provided no-action relief to FundersClub Inc. and FundersClub Management LLC, indicating that the Division would not recommend enforcement action under Section 15(a)(1) of the Exchange Act if FundersClub and FundersClub Management LLC operated a platform through which its members could participate in Rule 506… Continue Reading
NASDAQ Private Secondary Market
Posted in Private PlacementsAccording to a recent press release, Nasdaq will partner with SharesPost to establish the NASDAQ Private Market as a private secondary market, subject to receipt of required regulatory approvals. Presumably, the market will benefit from increased private placement activity following enactment of the JOBS Act.
SecondMarket Study on Blue Sky Exemptions for Private Resales
Posted in Private PlacementsWe encourage you to read the in-depth study recently published by SecondMarket relating to the state blue sky exemptions available for private, or secondary, transfers by stockholders. The study is available here: https://www.secondmarket.com/education/wp-content/uploads/2013/02/SecondMarket-Blue_Sky_Report.pdf. The study makes clear that there are significant inconsistencies in the exemptions that are available for private resales of securities by existing… Continue Reading
FINRA Updates Private Placement Filing Requirements FAQs
Posted in Private PlacementsFINRA recently posted two updates to its Private Placement Filing Requirements FAQs. http://www.finra.org/Industry/Compliance/RegulatoryFilings/PrivatePlacements/FAQ/index.htm?utm_source=MM&utm_medium=email&utm_campaign=Weekly_Update_012313_FINAL#1-4. In the first update, FINRA clarified that the Rule 5123 filing obligation applies to private placements to any individual accredited investor, which includes officers, directors and general partners of the issuer (Rule 510(a)(4)) and entities in which all the equity owners are… Continue Reading
FINRA 5123 Becomes Effective; FINRA Releases FAQs
Posted in Private PlacementsEarlier this week, FINRA Rule 5123 relating to private placements became effective, and FINRA released a set of FAQs (see http://www.finra.org/Industry/Compliance/RegulatoryFilings/PrivatePlacements/FAQ/index.htm) to provide market participants with additional guidance. The FAQs clarify that only private placements that are made to institutional accredited investors are exempt from the filing requirements, while those made to accredited investors that… Continue Reading
Recent SEC Staff Comments on JOBS Act Implementation
Posted in Crowdfunding, Emerging Growth Company Status, Exchange Act Registration Thresholds, IPO On-Ramp, Private Placements, Regulation A+The Staff of the SEC’s Division of Corporation Finance has been discussing the JOBS Act at recent conferences, including the Practising Law Institute’s 44th Annual Securities Regulation Institute in New York and the American Bar Association’s Business Law Section Fall Meeting in Washington, DC. David Lynn was the moderator of a JOBS Act panel at… Continue Reading
Yet Another Post-enactment JOBS Act Hearing
Posted in Crowdfunding, Private Placements, Regulation A+, Rule 506 RulemakingAmong the many distinctive aspects of the JOBS Act is that we could end up seeing more Congressional hearings on the JOBS Act after it was enacted than before it was enacted. The focus has now shifted from merits of the JOBS Act’s provisions to the pace at which those provisions are going into effect,… Continue Reading
FINRA Rule 5123 to Become Effective in December
Posted in Private PlacementsWe have previously written about FINRA Rule 5123 (see http://www.mofo.com/files/Uploads/Images/120615-FINRA-Rule-5123.pdf) which will apply to private placements in which a FINRA member firm participates. On September 5th, FINRA announced that the rule will become effective on December 3, 2012 for offerings commencing after such date. See the full notice at http://www.finra.org/web/groups/industry/@ip/@reg/@notice/documents/notices/p163707.pdf FINRA Rule 5123 applies to… Continue Reading