Tuesday, October 31, 2017
12:00 p.m. – 1:30 p.m. EDT
5:00 p.m. – 6:30 p.m. BST

Token sales, also known as “ICOs,” represent a new capital-raising method that is being explored by a variety of companies in the market. In the past few months, the U.S. Securities and Exchange Commission (SEC) has provided guidance concerning token sales. Although the SEC did not declare that all digital tokens constitute securities, it cautioned, among other things, that certain tokens may be securities and that existing securities frameworks apply to token sales, notwithstanding that digital tokens may be distributed via distributed ledger technology. In addition, the IRS has published guidance relating to tokens that are “convertible virtual currencies” and has indicated that such tokens generally are treated as property for U.S. federal income tax purposes. Token sales, and the legal and regulatory landscapes in the United States and around the world with respect to digital tokens, continue to evolve.

This webinar will explore the current legal, regulatory and tax landscape relating to token offerings and will consider the following:

  • What are digital tokens and how are they typically used and sold?
  • What guidance has the SEC provided regarding token sales, and what is the significance of that guidance?
  • What guidance has the IRS provided regarding tokens, and what tax considerations are relevant to tokens and token sales?
  • What are some of the other legal matters that token issuers and their counsel should be aware of when contemplating launching token sales?

Speakers:

CLE credit is pending for California and New York.

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

Wednesday, October 18, 2017

Morrison & Foerster LLP
250 West 55th Street
New York, NY 10019

Lunch and Registration:
12:00 p.m. – 12:30 p.m.

Keynote and Pitch:
12:30 p.m. – 1:30 p.m.

Closing Words and Dessert:
1:30 p.m. – 2:00 p.m.

OurCrowd and Morrison & Foerster Seminar

It’s no secret that Israel has been leading the world of innovation. VCs and financial backers from every industry flock to Israel, the Startup Nation, which has the highest number of startups per capita in the world, and ranks fourth in NASDAQ listings, just behind the U.S., China, and Canada.

Join OurCrowd, Morrison & Foerster, and the startup community for a lunch program discussing financing alternatives and opportunities for Israeli startups.

Speakers:

  • Jon Medved
    Founder & CEO, OurCrowd
  • Omer Keilaf
    CEO & Co-Founder, Innoviz
  • James Tanenbaum
    Partner, Morrison & Foerster LLP

This is an in-person only session.

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

Monday,  September 25, 2017
11:00 a.m. – 12:30 p.m. EDT
4:00 p.m. – 5:30 p.m. BST

The cross-border private placement market has continued to grow, providing 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
  • Brian Bates, Partner, Morrison & Foerster
  • Tarun Sakhrani, Director, Barclays

CLE credit is pending for California and New York.

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

Friday, September 15, 2017
3:00 p.m. – 6:00 p.m. EDT

Thomson Reuters Building
3 Times Square, 30th Floor
New York, NY 10036

Morrison & Foerster Sponsorship

Now in its sixth year, IFR’s 2017 US ECM Roundtable will bring together a panel of the most senior ECM practitioners to discuss the very latest market trends and developments.

The format of the event will be a 90-minute discussion – including a 15-minute Q&A session – followed by networking drinks.  The session is free to attend but you must be registered.  Partner Anna Pinedo will participate on the panel.

Topics will include:

  • Overall state of the market;
  • Regulatory developments/JOBS Act;
  • Risk/block trades and accelerated bookbuilds; and
  • SPACs – Flavor of the day or enduring source of funding?

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

Tuesday, October 3, 2017
1:00 p.m. – 2:00 p.m. EDT

This session will focus on the need for already public companies, both domestic and foreign, to plan their capital-raising strategy carefully while preserving flexibility. The speakers will address:

  • Current market conditions;
  • Financing alternatives for recently public companies;
  • PIPE transactions and when to consider these;
  • Registered direct offerings;
  • At-the-Market offering programs;
  • Bought deals; and
  • Other financing alternatives.

Speakers:

PLI will provide CLE credit.

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

October 19-20, 2017

PLI California Center
685 Market Street
San Francisco, CA 94105

This program will enhance your understanding of business strategies, accounting fundamentals and vocabulary used by management, investors, auditors and bankers. Practical advice and application of information to actual situations and financial reports will provide participants with opportunities to immediately implement growth and broaden capabilities.

Partner Anna Pinedo will host a session entitled “Financing Alternatives” on day one of the program. Topics will include:

  • Common financing alternatives — debt, equity and hybrids;
  • Sources of funding: public and private markets – the roles of advisors in different transactions;
  • Liquidity: Raising and deploying capital;
  • Explain the dimensions of capital management; and
  • The challenges of effective management of capital.

PLI will provide CLE credit.

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

Wednesday, September 13, 2017
4:00 p.m. – 5:00 p.m. EDT

This briefing will focus on the key implications of the new Securities and Exchange Commission Report of Investigation regarding the public offerings of blockchain tokens and other digital assets.

Topics Include:

  • What are blockchain tokens and what is driving the rapid growth of token markets?
  • How are token offerings typically structured?
  • What are the key takeaways from the SEC’s investigative report and investor bulletin?
  • How will the SEC’s investigative report and guidance affect token market participants, including issuers, advisers, and purchasers?

Speakers:

PLI will provide CLE credit.

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

MoFo is rolling out the classics—MoFo Classics Series, that is. These two CLE sessions will focus on developments in the private placement market. Mark your calendar for these in-person only sessions, held at our New York office from 8:30 a.m. to 9:30 a.m.

Private Placement Market Developments – Thursday, September 14, 2017
Morrison & Foerster LLP
250 West 55th Street
New York, NY 10019

During this session, we will discuss developments affecting private placements, including:

  • Increased reliance on Section 4(a)(2) instead of the Rule 506 safe harbor;
  • Addressing no registration opinions;
  • Bad actor diligence for issuers and placement agents;
  • Diligence and the use of “big boy” letters;
  • FINRA Rule 5123 updates;
  • FINRA and SEC enforcement developments affecting private placements; and
  • Nasdaq’s 20% rule.

Late Stage Private Placements – Tuesday, September 19, 2017
Morrison & Foerster LLP
250 West 55th Street
New York, NY 10019

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 distinct from those arising in earlier stage and venture financing transactions. During this session, we will discuss:

  • Timing and process for late stage private placements;
  • Terms of late stage private placements;
  • Principal concerns for cross-over funds;
  • Diligence, projections and information sharing;
  • IPO and acquisition ratchets;
  • Governance issues;
  • The placement agent’s role; and
  • Planning for a sale or an IPO.

NY and CA CLE credit is pending for both sessions.

To register, please click here.

September 7, 2017

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

With the Title III federal public crowdfunding provisions of the JOBS Act finally becoming fully effective in May 2016 and a new administration, what does the future hold for marketplace lending and crowdfunding? Will it be a boom or bust? Will Regulation A+ start to pick up speed and grow into the potential many predicted? Will Marketplace Lending finally have a principal regulator or will it continue to have its heels nipped by a patchwork of state and federal rulemakers and the courts?

Partner Anna Pinedo will speak on a panel entitled “Challenges in Running an Equity Crowdfunding Platform.” Topics will include:

  • Crowdfunding under Title II – Solicitation vs. Non-Solicitation;
  • “Reasonable Steps to Verify”;
  • The preexisting relationship and CitizenVC: Myth vs. Facts;
  • Working with broker-dealers and other intermediaries; and
  • Liquidity and secondary markets including the FAST Act and Section 4(a)(7).

PLI will provide CLE credit.

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

Monday, July 24, 2017
1:00 p.m. – 2:00 p.m. EDT

During this webinar, the panelists will address the rules applicable to U.S. public companies seeking to offer securities into Canada concurrent with undertaking a U.S. SEC-registered offering. The speakers also will address the framework applicable to Canadian companies that are MJDS filers, as well as the framework applicable to dual-listed (U.S. and Canadian) issuers that seek to undertake a range of financing transactions. In particular, the speakers will focus on navigating the rules of the road in the context of structuring and executing the following types of transactions:

  • PIPE transactions and private placements;
  • Confidentially marketed public offerings;
  • Public offerings completed on an agented or best efforts basis;
  • U.S.-style bought deals; and
  • At-the-Market offerings.

Speakers:

  • Timothy McCormick
    Partner, Stikeman Elliott LLP
  • Anna Pinedo
    Partner, Morrison & Foerster LLP

PLI will provide CLE credit.

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