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
Private placement debt offerings offer a compelling alternative to traditional lending for many companies. The legal landscape governing these transactions involves key statutes, regulations, and the critical steps required...more
The SEC’s Division of Corporation Finance recently issued an interpretive letter providing additional insight as to what constitutes “reasonable steps” to verify an investor’s accredited investor status under Rule 506(c) of...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
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
Summary - FINRA settled with a placement agent for failing to perform due diligence and supervise an employee in connection with the placement of securities by the placement agent in a Regulation D offering....more
Direct listings have been a hot topic in the news lately, particularly in light of the recent submission of proposals to the U.S. Securities and Exchange Commission (SEC) by the New York Stock Exchange (NYSE) (and indications...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
Investors in private equity funds need to come in with their eyes open, with consideration given to where and what the pitfalls are, as well as what opportunities exist for avoiding them and perhaps improving the terms of the...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
Multiple firms involved in the solicitation of investment capital for the Immigrant Investor Program (also known as "EB-5") have recently been charged by the SEC with acting as unregistered brokers. Neither In re Ireeco, LLC,...more
On January 6, 2015, FINRA released its 10th annual Regulatory and Examinations Priorities Letter in which it identified key areas of focus for FINRA investigations for 2015. Since the approval of FINRA Rule 5123 on June 7,...more
Earlier this week, FINRA published its annual priorities letter. Again, FINRA includes among the areas of concern private placements. FINRA cites particular issues relating to inadequate due diligence by broker-dealers in...more
In this issue: - SEC Division of Corporation Finance Issues Guidance on Rule 506(c) Private Placements - SEC Issues No-action Relief Regarding Registration of M&A Brokers - CFTC Issues Guidance on New...more
On January 2, 2014, the Financial Industry Regulatory Authority (“FINRA”) published its annual regulatory and examination priorities letter for 2014. In the publication, FINRA addressed a number of matters, including...more
FINRA has released its annual letter highlighting its areas of focus. Quite a number of the priorities reflect market changes, and reflect FINRA’s focus on developments post-JOBS Act. For example, the letter notes that...more
In its continuing quest to improve member firm due diligence in private placements, thereby enhancing investor protections (See our posts on July 7, July 24 and August 6, 2013), on August 19, 2013, FINRA issued Regulatory...more
Private placements and the due diligence obligations of broker-dealers in such transactions have recently come under increased scrutiny from FINRA as part of a broader trend reflected most notably in the filing requirements...more
In a recent formal disciplinary proceeding, FINRA reaffirmed member firms’ obligations to maintain adequate procedures for conducting due diligence on private placements, including the review of sales materials, and systems...more
On July 10, 2013, the Securities and Exchange Commission voted unanimously to adopt a “bad actor” disqualification for Rule 506 private placement offerings under Regulation D. Rule 506(d) will prevent issuers from relying on...more
FINRA Chairman and CEO Richard G. Ketchum gave a speech on April 9, 2013 as part of the National Compliance Outreach Program for Broker-Dealers....more