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.

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.

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 in an opportunistic financing, contemplating a “private” placement or PIPE, your transaction will be affected by the requirements of the securities exchanges to seek shareholder approval in certain circumstances.

Speakers will address:

  • Change of control issues;
  • Stock sales to related parties;
  • Private placements and PIPEs;
  • Warrants;
  • Acquisitions; and
  • Related issues.

CLE credit is pending for California and New York.

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

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 S-3 so as to permit securities to be registered pursuant to General Instruction I.B.1. of the form if either: (1) the aggregate market value of voting and non-voting common equity held by non-affiliates of the registrant is $75 million or more, or (2) the registrant has at least one class of common equity securities listed and registered on a national securities exchange.

The two bills incorporated into H.R. 2357 are H.R. 4850, the Micro Offering Safe Harbor Act, which proposes to amend the Securities Act of 1933 to exempt certain micro-offerings from the Act’s registration requirements, and H.R. 4852, the Private Placement Improvement Act of 2016, which proposes to direct the SEC to revise the filing requirements of Regulation D to require an issuer that offers or sells securities in reliance upon a certain exemption from registration to file, no earlier than the date of first sale of such securities, a single notice of sales containing the information required by Form D for each new offering of securities.

House Financial Services Committee Chairman Jeb Hensarling commended the work of the House and noted in a press release that “[w]e must have capital formation if we’re going to have a healthy economy”.

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 Financial Services Committee on May 20, 2016.  H.R. 2357 will also consist of two other bills, H.R. 4850 and H.R. 4852.

  • H.R. 5424 proposes to amend the Investment Advisers Act of 1940 and directs the Securities and Exchange Commission to amend its rules to modernize certain requirements relating to investment advisers.
  • H.R. 2357 proposes to direct the Securities and Exchange Commission to revise Form S-3 so as to permit securities to be registered pursuant to General Instruction I.B.1. of the form if either: (1) the aggregate market value of voting and non-voting common equity held by non-affiliates of the registrant is $75 million or more, or (2) the registrant has at least one class of common equity securities listed and registered on a national securities exchange.
  • Incorporated into H.R. 2357, H.R. 4850, the Micro Offering Safe Harbor Act, proposes to amend the Securities Act of 1933 to exempt certain micro-offerings from the Act’s registration requirements.  To qualify for the exemption (1) each purchaser has a substantive pre-existing relationship with an owner; (2) there are 35 or fewer purchasers; and (3) the amount does not exceed $500,000.  H.R. 4852, Private Placement Improvement Act of 2016, proposes to direct the SEC to revise the filing requirements of Regulation D (which provides exemptions from securities registration requirements) to require an issuer that offers or sells securities in reliance upon a certain exemption from registration to file, no earlier than the date of first sale of such securities, a single notice of sales containing the information required by Form D for each new offering of securities.

Financial Services Committee Chairman Jeb Hensarling noted that “[t]hese bills are solutions that will more appropriately balance rules with the urgent need to provide small businesses with greater access to capital so they can start up, hire workers and grow.”

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 the company’s technology. We have compiled data on late-stage private placements in the life sciences sector.

Read our Life Sciences Sector Survey of Late-Stage Private Placements for more information.

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 prospectus regime applicable to Canadian issuers, with a focus on the shelf registration process and on dual-listed issuers.

Topics will include:

  • Shareholder requirements for private placements, PIPEs and registered directs;
  • Completing a confidentially marketed offering;
  • Considerations for at-the-market offerings;
  • Timing of filing, approval and withdrawal requirements; and
  • Which JOBS Act accommodations are available to Canadian issuers?

CLE credit is pending for California and New York.

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

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 of 1933, the Securities Exchange Act of 1934, the Sarbanes-Oxley Act, the Dodd-Frank Act, the JOBS Act, the securities related provisions of the FAST Act and related SEC regulations, and on how securities lawyers can solve practical problems that arise in the context of public and private offerings, SEC reporting, mergers and acquisitions and other common corporate transactions.

Morrison & Foerster Partner Anna T. Pinedo will lead a session entitled “Securities Act Exemptions” on Day One of the program. Topics will include:

  • Exempt securities versus exempt transactions;
  • Private placements;
  • Regulation D offerings;
  • Regulation A+ offerings;
  • Intrastate offerings;
  • Crowdfunding;
  • Employee equity awards;
  • Rule 144A high yield and other offerings;
  • Regulation S offerings to “non-U.S. persons”; and
  • Resales of restricted and controlled securities: Rule 144, Section 4(a)(7) and 4(a)(1½).

PLI will provide CLE credit.

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

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 with other financing alternatives, such as venture debt or late-stage or mezzanine debt, as well as institutional equity private placements. Each of these markets is quite different. Familiarity with investor expectations and documentation requirements is essential in order to put your company in the best position to make crisp decisions. For issuers that already have their securities listed on a non-U.S. securities exchange, which may offer limited liquidity, it may be time to consider undertaking a U.S. IPO in order to establish a more liquid market for their securities.  Already public companies considering their next capital raise also must be nimble–a PIPE transaction may be an attractive (and available) financing alternative. During this session, the speakers will discuss:

  • Current market conditions;
  • Financing alternatives for pre-IPO companies;
  • The market for venture debt;
  • The late-stage (or “cross-over”) private placement market;
  • Options to consider on the way to an IPO;
  • The ReIPO™;
  • Financing alternatives for recently public companies; and
  • PIPE transactions and other financing alternatives.

CLE credit is pending for California and New York.

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

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 amends the Securities Act of 1933 to exempt certain micro-offerings from the Act’s registration requirements.  To qualify for the exemption (1) each purchaser has a substantive pre-existing relationship with an owner; (2) there are 35 or fewer purchasers; and (3) the amount does not exceed $500,000.  H.R. 4850 passed the committee 34-25.
  • H.R. 4852, Private Placement Improvement Act of 2016.  This bill directs the SEC to revise the filing requirements of Regulation D (which provides exemptions from securities registration requirements) to require an issuer that offers or sells securities in reliance upon a certain exemption from registration to file, no earlier than the date of first sale of such securities, a single notice of sales containing the information required by Form D for each new offering of securities.  H.R. 4852 passed the committee 33-26.
  • H.R. 4854, Supporting America’s Innovators Act of 2016.  The Investment Company Act limits the number of investors in an investment company fund to 100 for the fund to be exempt from registration with the SEC.  This bill raises the limit on the number of individuals, from 100 to 250, who can invest in certain “qualified venture capital funds” before those funds must register as “investment companies” under the Investment Company Act of 1940.  H.R. 4854 passed the committee 57-2.
  • H.R. 4855, Fix Crowdfunding Act.  This bill would allow small businesses to benefit from Title III of the JOBS Act, which allows for equity crowdfunding. It proposes to increase financial thresholds in the Federal securities laws so as not to dissuade small businesses from using crowdfunding as a way to raise capital, and allows single purpose funds to utilize crowdfunding.  H.R. 4855 passed the committee 57-2.

In a statement, Financial Services Committee Chairman Jeb Hensarling asserted the committee “…will remove duplicative burdens, reduce costs and support smart regulation that protects investors and maintains orderly and efficient markets – because this is key to economic growth.”