Why you should attend:

Join our expert faculty of leading practitioners and regulators as we discuss and analyze the changing regulatory framework and market for private offerings. We will address the changes to private and exempt offerings brought about by the JOBS Act, including the SEC’s final rules relaxing the ban on general solicitation for certain Rule 506 offerings and 144A offerings, and the practical implications of these changes for issuers, broker-dealers and investment advisers. In addition, we will address the basics of private placements, sales of restricted securities, Rule 144 and Section 4(a)(1-1/2) transactions and block trades. The panelists will discuss the considerations that have led many companies to remain private longer and defer IPOs, while creating liquidity opportunities for holders through private secondary trading markets. We also will address new entrants in the private offering market, such as matchmaking and crowdfunding sites. Panelists will address the basics of traditional private placements, PIPE transactions, and Rule 144A transactions, as well as recent developments affecting each of these capital raising alternatives.

What you will learn:

  • Basic framework relating to exempt offerings, including Section 4(a)(2) (formerly 4(2)) and Regulation D
  • Final rule permitting general solicitation in Rule 506 and Rule 144A offerings
  • Investor verification, documentation and other considerations for Rule 506 offerings
  • Special considerations for broker-dealers, investment advisers and funds
  • The bad actor rule and practical implications
  • The SEC’s proposed changes affecting Regulation D offerings
  • Resales of restricted securities, including the application of Rule 144 and tacking issues, and organized resales of restricted securities through Section 4(a)(1-1/2) and block trades
  • Staying private longer, the modified Exchange Act reporting threshold, and private secondary trading markets
  • Integration principles and addressing offerings conducted in close proximity
  • PIPE transactions and change of control transactions
  • Rule 144A offerings and changes brought about by the JOBS Act
  • Stock exchange issues affecting private placements
  • FINRA developments affecting private offerings
  • Crowdfunding, Section 3(b)(2)(Regulation A+) and other JOBS Act issues

Mayer Brown partner Michael Hermsen will speak on two panels titled “The Relaxation of the Prohibition on General Solicitation” and “Staying Private, Private Secondary Markets, Using the Internet.”

For more information or to register, please click on the button below.


PLI New York Center,
1177 Avenue of the Americas (2nd floor)
New York, New York 10036
(Conference also available via Webcast)