"JOBS Act & More: How Private Placements and Reg D Are Changing"
Tuesday, April 24, 2012
2:00 - 3:15 pm, eastern [archive and transcript to follow]
[Check out our May 2nd companion webcast: "The New World of IPOs: Dissecting the JOBS Act."]
With the JOBS Act and the spate of recent new Regulation D rulemaking by the SEC - and the rise of crowdfunding - changing the lay of the land, it's a good time to learn how the changes impact you, as well as analyze a host of commonly-asked questions in this tricky area.
Join these experts:
- Lily Brown, Senior Special Counsel to the Director, SEC's Division of Corporation Finance
- Bob Dow, Partner, Arnall Golden Gregory LLP
- John Jenkins, Partner, Calfee, Halter & Griswold LLP
- Dave Lynn, Editor, TheCorporateCounsel.net and Partner, Morrison & Foerster LLP
- David Miller, Partner, Faegre Baker Daniels LLP
Among the topics of this program are:
I. JOBS Act ramifications
—Repeal of ban on general solicitation and general adverting in Rule 506
offerings sold only to accredited investors - what to do until the SEC adopts
—What we can expect on the standards for verification of accredited investor
—Impact of the Rule 506 changes on the SEC staff's integration guidance
regarding concurrent public and private offerings
—Impact of the Rule 506 changes on Section 4(2) and 4(1-1/2) offerings
—Comparison of Rule 506 offering to crowdfunding and Regulation A-style
exemptions in the JOBS Act
—The JOBS Act matching service broker-dealer exemption - what does this mean
for the issue of finders not registered as broker-dealers
—Impact of changes to the "holder of record" threshold for mandatory Exchange
II. Other SEC rulemaking under the Dodd-Frank Act
—Changes to the net worth standard for accredited investors
—Bad actor disqualification for Rule 506 offerings
FINRA Regulatory Notice 10-22 regarding private placement due diligence and
subsequent enforcement efforts
—FINRA proposed Rule 5123 applicable to private placements
IV. Disclosure consideration for private offerings
—Disclosures regarding the offering
—Disclosure regarding valuation
—Private offering by public companies - Regulation FD, publicity and related issues
V. Dealing with problem offerings
—Using Rule 508
—Alternative exemptions (e.g., Reg. S, Section 4(2))
—Blue sky issues
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