"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 rules
—What we can expect on the standards for verification of accredited investor status
—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 Act registration

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
—Min-max offerings
—Unworthy clients
—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))
—Cooling off
—Blue sky issues

Cost: As 2012 members of TheCorporateCounsel.net are able to attend this critical webcast at no charge. If not yet a member, try a no-risk trial now. The webcast cost for non-members is $595. You can renew or sign up for a no-risk trial online - or by fax or mail via this order form. If you need assistance, send us an email at info@thecorporatecounsel.net - or call us at 925.685.5111.

How to access the webcast program:  Visit www.TheCorporateCounsel.net and click the link on the webcast. You need either Windows Media or Flash to listen to the webcast.

What you can do if you can't access the live program: If you have a scheduling conflict or have problems accessing webcasts generally (due to firewalls, etc.), an audio archive of the webcast will be posted immediately after the program - and a text transcript of the program will be posted on TheCorporateCounsel.net about a week after the live webcast. We don't apply for CLE for any of our audio webcasts.