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
If your startup continues to follow the proverbial “hockey stick” of uninterrupted, exponential growth that you presented in your seed round pitch deck, you might always have easy access to capital and never encounter a...more
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
In response to a request for no-action submitted by the law firm Latham & Watkins on March 12, 2025 (No-Action Letter), the Securities and Exchange Commission (SEC) Division of Corporation Finance’s staff (Staff) provided new...more
The staff of the U.S. Securities and Exchange Commission (SEC) recently released a no action letter addressing when accredited investor status for purposes of Rule 506(c) of Regulation D can be established by a representation...more
Federal Securities Lawyer and Founding Attorney of Oberheiden P.C., Dr. Nick Oberheiden, answers FAQs about private placements under Regulation D....more
The SEC has updated the EDGAR system’s login, password, and access protocols which will affect Canadian SEC reporting companies and other individuals and entities with EDGAR filing codes, including non-reporting companies...more
With an estimated 34 people moving to the Charleston area each day and with South Carolina claiming one of the fastest-growing populations in the nation last year , the post-COVID increase in the number of private placement...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
The tightening in lending standards experienced over the last year is attributable to factors beyond credit quality of borrowers and lenders’ concentration in credit risk in CRE, namely: (1) lenders’ expectation...more
In a perplexing decision, Mithaq Canada Inc (Re), the Ontario Capital Markets Tribunal upheld a defensive private placement by a target corporation completed in the face of a hostile bid, effectively denying shareholders the...more
A judge in the Southern District Court of New York recently denied a motion to dismiss filed by institutional investors in Augenbaum v. Anson Investments Master Fund LP, et al., finding that their coordinated behavior in a...more
Preparing a private placement memorandum (PPM) to share with potential investors is typically the first step for most searchers as they begin their search journeys. A PPM is, in essence, an introduction to the searcher and...more
The Securities and Exchange Commission’s Investor Advisory Committee will meet on September 21, 2023 and has announced its agenda for the meeting, which includes consideration of certain matters that are included on the SEC’s...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
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
Background - In recent years, one of the emerging financing methods for public and private vessel owners has been private placements of debt securities, wherein a company usually owning multiple vessels will sell...more
In October 2022, the aircraft finance world descended on New York for a series of conferences hosted by Airfinance Journal, Ishka, and Airline Economics, respectively, along with meetings of the Aviation Working Group (“AWG”)...more
Sophisticated investors in structured finance products are increasingly demonstrating an interest in entering the market via direct private placements pursuant to Section 4(a)(2) of the Securities Act of 1933, either in...more
The legal cannabis industry has been developing for years, but it is still difficult even for sophisticated investors to know where to start when thinking about investing in the cannabis industry. Stocks of publicly traded...more
The cornerstone of a successful hedge fund is a successful investment strategy. That is self-evident. However, if the managers of the potential hedge fund are not successful in raising capital, this potential will never be...more
INTRODUCTION - On 2 November 2020, the U.S. Securities and Exchange Commission (SEC) adopted significant amendments to the exempt offering framework under the Securities Act of 1933, as amended (Securities Act), to harmonize,...more
Using U.S. domestic trusts and private placement insurance products to invest in the U.S. ...more
On March 4, the Securities and Exchange Commission (the Commission) proposed a set of amendments to the rules and regulations under the Securities Act of 1933, as amended (the Securities Act), to simplify, harmonize and...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
On June 18, 2019, the Securities and Exchange Commission (the “SEC”) issued a concept release (the “Release”) on ways to “simplify, harmonize, and improve the exempt offering framework to expand investment opportunities while...more