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Category Archives: Private Placements

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Complimentary Teleconference: Securities Exchanges, Shareholder Vote Requirements and the 20% Rule

Posted in 20% Rule, Events, PIPEs, Private Placements

Wednesday, September 21, 2016 12:00 p.m. – 1:00 p.m. EDT Morrison & Foerster Partners Anna Pinedo and James Tanenbaum will be joined by David A. Donohoe, Jr. (President, Donohoe Advisory Associates LLC) in hosting a teleconference entitled “Securities Exchanges, Shareholder Vote Requirements and the 20% Rule.” Whether you are contemplating a financing to fund an acquisition, engaged… Continue Reading

House Passes Accelerating Access to Capital Act

Posted in Capital Formation, House Financial Services Committee, Pending Legislation, Private Placements

H.R. 2357, the Accelerating Access to Capital Act, was passed by the House on Thursday, September 8, 2016 by a vote of 236-178.  The bill contains three important pieces of legislation designed to facilitate the access to capital for small and emerging companies. H.R. 2357 proposes to direct the Securities and Exchange Commission to revise Form… Continue Reading

House Debate Scheduled for Bills Relating to Capital Access for Small Business

Posted in Capital Formation, House Financial Services Committee, Private Placements, Regulation D, SEC News

Next week, the House is scheduled to debate two bills designed to reduce regulatory burden on small businesses in order to facilitate access to capital.  H.R. 5424, the Investment Advisers Modernization Act, was approved by the Financial Services Committee on June 16, 2016.  H.R. 2357, the Accelerating Access to Capital Act, was approved by the… Continue Reading

Late-Stage Private Placements: A Life Sciences Sector Survey

Posted in IPO On-Ramp, JOBS Act News, Late Stage Investments, Private Placements, Resource

As privately held companies choose to remain private longer and defer their initial public offerings (IPOs), these companies are increasingly reliant on raising capital in successive private placements. For companies in the life sciences sector, for instance, a late-stage private (or mezzanine) placement made to known and well-regarded life science investors may serve to validate… Continue Reading

Complimentary Teleconference: All Things Canadian

Posted in Events, PIPEs, Private Placements

On July 27, 2016, at 1:00 p.m. EDT, Morrison & Foerster Partner Ze’-ev Eiger will be joined by Stikeman Elliott Partner Tim McCormick in hosting a complimentary teleconference entitled “All Things Canadian.” The speakers will discuss the rules of the road for securities offerings by non-Canadian issuers selling into Canada. The program will also cover the… Continue Reading

PLI Seminar: Understanding the Securities Laws 2016

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

On July 21-22, 2016, Practising Law Institute will host its “Understanding the Securities Laws 2016” seminar. 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 as well as SEC staff. Emphasis will be placed on the interplay among the Securities Act… Continue Reading

IFLR Webinar – Jack be Nimble, Jack be Quick: Planning for Financings in Volatile Markets

Posted in Events, IPO On-Ramp, Late Stage Investments, Private Placements, Public Companies

Thursday, July 12, 2016 11:00 a.m. – 12:30 p.m. EDT Volatile capital markets and the rapidly changing financial landscape make it important for issuers to recognize changes quickly and adjust their financing strategies accordingly. For example, for an issuer that contemplated an IPO or is in the IPO queue, it is important to become familiar… Continue Reading

Financial Services Committee Approves Bills Relating to Capital Formation

Posted in Crowdfunding, House Financial Services Committee, JOBS Act News, Pending Legislation, Private Placements, Regulation D

The House Financial Services Committee held a markup session on June 15, 2016 to discuss a number of bills, including many relating to capital formation and the lessening of regulatory burdens for smaller reporting companies.  On June 16, the Committee reconvened and approved twelve bills, including: H.R. 4850, Micro Offering Safe Harbor Act. This bill… Continue Reading

House Financial Services Hearing on Capital Formation Bills

Posted in Capital Formation, Crowdfunding, Private Placements

On Thursday, April 14th, the House Financial Services Subcommittee on Capital Markets and GSEs held a hearing at 10 am titled, The JOBS Act at Four: Examining its Impact and Proposals to Further Enhance Capital Formation. The hearing considered the following four proposed bills, about which we previously have reported: H.R. 4850, the “Micro Offering… Continue Reading

Complimentary San Francisco and Palo Alto Seminars: Late Stage Financings

Posted in Events, IPO On-Ramp, Late Stage Investments, Private Placements, Venture Capital

Successful privately held companies considering their liquidity opportunities or eyeing an IPO often turn to late stage private placements. Late stage private placements with institutional investors, cross-over investors and strategic investors raise a number of considerations that are distinct from those arising in earlier stage and venture transactions. Also, for some companies, the late stage… Continue Reading

Complimentary Seminar – Calling an Audible: Financing Alternatives in Rapidly Changing Markets

Posted in Events, IPO On-Ramp, Late Stage Investments, Private Placements, Public Companies

Volatile capital markets and the rapidly changing financial landscape make it important for issuers to recognize changes quickly and adjust their financing strategies accordingly. For example, for an issuer that contemplated an IPO or is in the IPO queue, it is important to become familiar with other financing alternatives, such as venture debt or late-stage… Continue Reading

Chair White Addresses Pre-IPO Private Placements and Staying Private Longer

Posted in IPO On-Ramp, Private Placements, SEC News

Speaking at Stanford, Chair White addressed a broad range of issues affecting the technology sector, including the decision on the part of many privately held companies to defer their IPOs, to rely on exempt offerings to raise capital, and to rely on private secondary markets to create liquidity opportunities for existing stockholders. Chair White commented… Continue Reading

Complimentary Seminar: Strategic Uses of PIPE Transactions

Posted in Events, Private Placements

On February 25, 2016, Morrison & Foerster Partners James Tanenbaum and Anna Pinedo will host a seminar entitled “Strategic Uses of PIPE Transactions.” For already public companies trying to raise capital in volatile markets, a PIPE transaction may be an attractive (and available) financing alternative. The speakers will discuss how the PIPE market has evolved in recent years… Continue Reading

IFLR Webinar – The New Dynamic: Exempt Securities Offerings in the United States and Resales of Restricted Securities

Posted in Crowdfunding, Events, IPO On-Ramp, Private Placements, Regulation A+

On February 24, 2016, at 11 a.m. EST, Morrison & Foerster Partners David Lynn and Anna Pinedo will be joined by Annemarie Tierney, NASDAQ Private Market, in hosting an IFLR webinar entitled “The New Dynamic: Exempt Securities Offerings in the United States and Resales of Restricted Securities.” The JOBS Act and more recently the FAST… Continue Reading

FINRA Reminds Members of Obligations in Offerings Subject to a Contingency

Posted in FINRA, Private Placements

On February 8, 2016, FINRA released Regulatory Notice 16-08 relating to the contingency offering requirements of Rules 10b-9 and 15c2-4 under the Exchange Act. The Notice arises from FINRA’s review of various private placement offering documents in connection with FINRA Rule 5123’s filing requirement for certain offerings. FINRA observed that broker-dealers have not always complied… Continue Reading

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