PODCAST: Williams Mullen's Raising Capital 101: A Securities Podcast - What is a Private Offering?
Using Regulation D Rule 506(c) to Raise Capital
One Note Samba
WORD OF THE DAY® – Big Boy Letter
What is PISCES? The Private Intermittent Securities and Capital Exchange System (PISCES) is a UK government–backed initiative designed to enable private companies to offer and trade their existing shares in a controlled,...more
Rule 144A and Regulation D offer exemptions from federal securities registration requirements under the Securities Act of 1933. However, they apply to different situations, and overseas companies must follow distinct...more
Just as with private placements of equity, issuing bonds privately requires careful attention to federal law. Bonds are usually classified as "securities," triggering various regulatory requirements. Companies pursuing this...more
Section 4(a)(2) private placements can help companies raise capital without an Initial Public Offering (IPO). While exempt from registration, these offerings do require strict compliance to avoid legal pitfalls. Companies...more
Last Lap in SEC RILA Rulemaking Critical Unresolved Issues - Congress directed the SEC to adopt a new registration statement for registered indexed annuities (RILAs) by the end of June. Several months ago, the SEC...more
Real estate syndication involves pooling funds from multiple investors to finance a real estate project. While syndication can be a profitable investment strategy, it also comes with various legal considerations and potential...more
On March 1, 2022, the Ontario Securities Commission (OSC) made an order extending the blanket relief issued in February 2021 that provides an exemption from underwriting conflicts disclosure requirements for foreign private...more
Fabry-Pérot Interferometer, SA is a highly successful non-US company known to the world as FPI. FPI is considering doing a debt or equity offering in the United States. What are the key legal issues it, and its underwriters...more
The Situation: An exemption to the market sounding regime under the Market Abuse Regulation ("MAR") that became applicable on 1 January 2021, will increase the attractiveness of private placements of bonds by easing...more
In the span of the last five months, the Securities and Exchange Commission (SEC) and its staff have issued two statements, a risk alert and an exam priorities roadmap, all of which address digital assets in full or in part....more
This is our global initial public offering guide. It will help you navigate the US portion of a global IPO – in other words, an IPO in which you sell locally listed ordinary shares to investors outside the United States under...more
European Leveraged Finance Client Alert Series: Issue 7 - The term "private placement", while having a relatively settled meaning in US financings, can have a variety of meanings in Europe. White & Case's European...more
SEC is seeking public comments in its concept release in an effort to simplify, harmonize and improve the existing exempt offering framework. On June 18, 2019, the Securities and Exchange Commission (the “SEC” or the...more
Direct private placements of bonds under Section 4(a)(2) of the United States Securities Act can provide a flexible method of raising capital and act as a strong complement or alternative to traditional offerings of bonds,...more
On July 24, 2018, the Securities and Exchange Commission (SEC) proposed rule amendments that would simplify the financial disclosure requirements applicable to registered debt offerings for guarantors and issuers of...more
[author: Trevor Starer] The use of social media raises many securities law and compliance challenges for issuers, broker-dealers, and investment advisers. This Compliance Guide summarizes briefly some key principles. ...more
The private placement of debt securities, compared to the more common public issuances, has grown in popularity in recent years, particularly in emerging markets such as those in the Middle East. Whilst there is little...more
On September 13, 2016, the House Financial Services Committee of the United States House of Representatives (the “FSC”) formally released H.R. 5983, the “Financial CHOICE Act” (the “CHOICE Act”). While the CHOICE Act has...more
The SEC’s equity crowdfunding rules finally go into effect this month almost four years after Congress passed the JOBS Act, requiring the relaxing of certain rules on raising funds. So what does equity crowdfunding actually...more
Chair White spoke at the Annual Securities Regulation Institute in San Diego last week and participated in a Q&A session. We have highlighted below commentary on topics of interest to our readers....more
The so-called “Fixing America’s Surface Transportation Act” or “FAST Act” was signed into law on December 4, 2015. Buried in the legislation are changes to the JOBS Act and the Securities Act of 1933 that add a statutory...more
Private placement offerings are an increasingly active part of the securities business. One especially complicated and emerging area of private placements is the EB-5 Investor Visa Regional Center Program. Under the current...more
Amendments to Regulation A adopted by the SEC to comply with a mandate in the JOBS Act took effect on June 19, 2015. Regulation A as amended (often referred to as “Regulation A+”) expands the maximum aggregate amount that...more
By blanket order granted November 20, 2014, the Alberta Securities Commission (ASC) removed barriers to participation by institutional investors in private placements by foreign issuers by addressing three requirements that...more