Carol McGee presented, "Overview of Regulation D, Rule 701 and SEC Update," at this seminar sponsored by Practising Law Institute (PLI). The program analyzed current developments in private placements and hybrid financing transactions, including Private Investments in Public Equity (PIPEs), registered direct offerings, wall-crossed offerings, change-of-control transactions and 144A offerings. The following were covered.
- Basic framework relating to exempt offerings, including Section 4(2) and Regulation D, including changes to Regulation D arising from the Dodd-Frank Act
- FINRA's recent guidance on the obligations of broker-dealers in connection with exempt offerings
- Resales of restricted securities, including the application of Rule 144, tacking issues, Section 4 (1 ½) and block trades
- Changes to the accredited investor definition
- Recent developments relating to Private Investment in Public Equity (PIPEs)
- Integration issues and recent SEC guidance
- The effect of Regulation FD on private placements by public companies, including recent SEC guidance on Regulation FD
- Rule 144A equity offerings and other hybrid financing alternatives
- Failed IPOs and private placements
- Applying private placement financing techniques to other financings and compliance issues
- Hedging restricted stock
- Securities exchange regulations relating to private placements
- Change of control and other investments in distressed companies
- General solicitation and other issues arising in connection with exempt offerings
- Recent SEC concerns arising in connection with private offerings of complex securities
April 26, 2011
9:00am - 5:00pm
PLI New York Center / New York, NY