Regulation D Offerings and Private Placements
Free PodCast
Listen to "Introductory Remarks and Background; Conditions and Mechanics of the Private placement Exemptions" from the program Regulation D Offerings and Private Placements originally presented March 13-15, 2008
Why Attend?
In this era of acute "credit crunch" in which calls for regulatory reform are intensifying, this course is a must-attend for the latest developments on new and proposed SEC amendments and on the impact of the financial crisis on this area of practice!
Private placements are the nation's most pervasive and varied method of capital formation. Entities ranging from small start-ups to the largest international public companies, investment funds, and real estate vehicles regularly use private placements. Regulation D is the principal regulatory mechanism for these transactions.
In this unpredictable market, practitioner's have to stay current with rapidly-changing developments. The SEC recently adopted significant amendments to Rules 144 and 145 and the rules governing the grant of compensatory employee stock options, amended Reg D to require electronic filing of Form D, and provided important guidance in integration of offerings. The agency also has proposed sweeping amendments to Regulation D that would effect the greatest changes in private placements and restricted shares in over 25 years. The proposals would permit limited public advertising to a new category of "large accredited investors," would require that all accredited investors in private investment funds meet the new "large accredited investor" test, would adopt a new "investments owned" test for accreditation, would ease the standards for both integration of offerings, and would require electronic filing of Form D.The arrival of a new administration also may result in significant changes in rules.
Further, lawyers' liability risks in private offerings have continued to expand as court decisions inspired by Enron and other frauds have expanded lawyers' responsibilities and potential liabilities to persons other than clients, and the SEC has focused enforcement efforts on private offering structures such as PIPES. As private offering structures change, risks increase and the need to stay current becomes more urgent.
What You Will Learn
This highly successful comprehensive course of study, being offered for the 27th time in 2009, presents expert analysis and practical advice for dealing with the federal and state securities law issues faced by practitioners.
Comprising more than 13 hours of instruction, the course uses current and developing issues in private placements of securities as a framework for a practical discussion of how private placements are structured, how the offering documents are drafted, the required and typical documentation, how experienced practitioners manage the selling efforts and problems that develop, and how they deal with problems that can arise after the offering.
The expert faculty includes former SEC officials, state regulators, and private practitioners. They offer an overview, a sense of perspective, and an understanding of the developments and concerns of those undertaking private placement offerings. Participants also have the opportunity to network with practitioners from across the United States. Substantial time is reserved for the panel to respond to written questions submitted by the registrants.
Planning Chairs
Alan J. Berkeley, K & L Gates LLP, Washington, D.C., and London
Robert B. Robbins, Pillsbury Winthrop Shaw Pittman LLP, Washington, D.C.
Faculty
Katherine J. Blair, K & L Gates LLP, Los Angeles, California
Denise Voigt Crawford, Commissioner, Texas State Securities Board, Austin, Texas
Martin P. Dunn, O'Melveny & Myers LLP, Washington, D.C.
J. William Hicks, Indiana University-Bloomington School of Law, Bloomington, Indiana
Hugh H. Makens, Warner Norcross & Judd LLP, Grand Rapids, Michigan
Kimberly V. Mann, Pillsbury Winthrop Shaw Pittman LLP, Washington, D.C.
David B.H. Martin, Covington & Burling LLP, Washington, D.C.
ALI-ABA Staff Attorney: Kevin J. O'Connor, Senior Assistant Director, Office of Courses of Study
Program Schedule
THURSDAY, MARCH, 12, 2009
8:00 a.m. Registration
9:00 a.m. Introductory Remarks and Background - Mr. Berkeley
9:20 a.m. Conditions and Mechanics of the Private Placement Exemptions: The SEC's Proposed (or Adopted) Changes - Messrs. Berkeley, Dunn, Martin, and Robbins
10:15 a.m. Break
10:30 a.m. Identifying and Soliciting Investors: General Solicitation, Broker-Dealers, Finders - Messrs. Berkeley, Dunn, and Robbins
11:15 a.m. Private Offerings by Private Investment Funds - Messrs. Dunn and Robbins and Ms. Mann
11:45 a.m. Questions and Answers
12:00 p.m. Lunch Break
1:30 p.m. Preparing Offering Materials and Subscription Documents - Mss. Blair and Mann and Mr. Martin
2:30 p.m. Break
2:45 p.m. Private Offerings by Small Businesses and Start-Up Ventures - Ms. Blair
3:15 p.m. Blue Sky Practice - Commissioner Crawford and Mr. Makens
4:15 p.m. Questions and Answers
4:30 p.m. Adjournment for the Day
FRIDAY, MARCH, 13, 2009
9:00 a.m. FINRA Regulation and Federal and State Enforcement and Civil Liability Issues - Messrs. Berkeley and Makens, Commissioner Crawford, and Professor Hicks
10:30 a.m. Break
10:45 a.m. Ethical Issues; Due Diligence; Responsibilities of Counsel - Messrs. Dunn, Makens, Martin, and Robbins
11:45 a.m. Questions and Answers
12:00 p.m. Lunch Break
1:30 p.m. Avoiding Liability in Closings of Contingency Offerings - Mr. Robbins
2:15 p.m. Resales of Restricted Securities: Rule 144, Section 4(1-1/2), and Rule 144A; the SEC's November 2007 Changes - Messrs. Berkeley, Dunn, Martin, and Robbins
3:15 p.m. Break
3:30 p.m. Special Topics: Offers to Employees under Rule 701; Use of Private Offerings in Mergers and Acquisitions and the SEC's Rule 145 Amendments; Rescission Offers; Private Offerings using the Internet; Installment Payments in Private Offerings - Mr. Robbins
4:30 p.m. Questions and Answers
4:45 p.m. Adjournment for the Day
SATURDAY, MARCH, 14, 2009
8:45 a.m. Potpourri: Regulation D in Practice; Questions and Answers * - Messrs. Berkeley, Dunn, Makens, Martin, and Robbins, Mss. Blair and Mann, Commissioner Crawford, and Professor Hicks
11:00 a.m. Adjournment
* Note: Saturday session not webcast or recorded.
Total 60-minute hours of instruction: 13.5, including one hour of ethics
Suggested Prerequisite: Some experience in legal practice in subject matter
Educational Objective: Maintenance of professional competence as a practitioner; provision of information on recent legal developments; development of proficiency in performance of intricate and complex legal tasks within a narrow area
Here's what registrants have said about this course:
"This panel is absolutely the most knowledgeable collection of extraordinarily talented people I have ever seen at the same place and time. Keep doing what you've been doing for the past 25 years." Robert Sonfield
"Excellent course. The expertise of the panel, the practical advice given to securities practitioners, and the entertaining presentations make this course one of my favorites. Good balance between the provision of substantive, practical information and light hearted banter. The back and forth of the panel is excellent."
"This continues to be the best securities law seminar that I have attended in 40 years of practicing law." Patrick C. Clay
"On and off, I have been attending this conference since the beginning. It continues its history as being one of, if not the best."
"Great course. I will come back every year."
