Regulation D Offerings and Private Placements
Why Attend?
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.
The practitioner's need to stay current with developments is as great as it has ever been. The SEC recently adopted significant amendments to Rules 144 and 145 and the rules governing the grant of compensatory employee stock options, and 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.
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 26th time in 2008, presents 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. Substantial time is reserved for the panel to respond to written questions submitted by the registrants.
Planning Chairs
(also on faculty)
Alan J. Berkeley, Kirkpatrick & Lockhart Preston Gates Ellis LLP, Washington, D.C.
Robert B. Robbins, Pillsbury Winthrop Shaw Pittman LLP, Washington, D.C.
Faculty
Katherine J. Blair, Kirkpatrick & Lockhart Preston Gates Ellis LLP, Washington, D.C.
Denise Voigt Crawford, Commissioner, Texas State Securities Board, Austin
Martin P. Dunn, O'Melveny & Myers LLP, Washington, D.C. former Deputy Director, Division of Corporation Finance, Securities and Exchange Commission, Washington, D.C.
J. William Hicks, C. Ben Dutton Professor Emeritus of Law, Indiana University School of Law-Bloomington
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.; former Director, Division of Corporation Finance, Securities and Exchange Commission
ALI-ABA Staff Attorney: Kevin J. O'Connor, Senior Assistant Director, Office of Courses
Program Schedule
THURSDAY, MARCH 13, 2008
8:00 a.m. Registration and Continental Breakfast
Webcast Segment A
9:00 a.m. Introductory Remarks and Background - Mr. Berkeley
9:10 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. Networking 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 - Ms. Mann and Messrs. Dunn and Robbins
11:45 a.m. Questions and Answers
12:00 noon Lunch Break
Webcast Segment B
1:30 p.m. Preparing Offering Materials and Subscription Documents - Ms. Mann and Mr. Martin
2:30 p.m. Networking Break
2:45 p.m. Blue Sky Practice - Commissioner Crawford and Mr. Makens
3:45 p.m. Private Offerings for Small Businesses and Start-Up Ventures - Ms. Blair
4:15 p.m. Questions and Answers
4:30 p.m. Adjournment for the Day; Networking Reception for Registrants and Faculty
FRIDAY, MARCH 14, 2008
8:30 a.m. Continental Breakfast
Webcast Segment C
9:00 a.m. NASD Regulation and Federal and State Enforcement and Civil Liability Issues - Commissioner Crawford, Professor Hicks, and Messrs. Berkeley and Makens
10:30 a.m. Networking 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 noon Lunch Break
Webcast Segment D
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. Networking Break
3:30 p.m. Special Topics: Offers to Employees under Rule 701 and the SEC’s November 2007 Amendments; 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 15, 2008
8:00 a.m. Continental Breakfast
8:45 a.m. Potpourri: Regulation D in Practice; Questions and Answers* - Commissioner Crawford; Professor Hicks; Mss. Blair and Mann; and Messrs. Berkeley, Dunn, Makens, Martin, Robbins, and Smith
*NOTE: This session not webcast
11:00 a.m. Adjournment
Total 60-minute hours of instruction: 13.5, including one hour of ethics
Here's what registrants have said about this course:
"Best course I've ever been to because the panelists were phenomenal. Each panelist had something special to add. The expertise was amazing and the fact that they share their expertise so openly is impressive."
"Excellent materials and presentations. Very knowledgeable panelists. Very worthwhile."
"The course and presenters were absolutely fantastic."
"The course was great - overall a very worthwhile use of my time. Good content and good balance between focus on small business offerings and more sophisticated private equity/hedge fund transactions."
"The course materials are great and I think they will be a great tool."
"I came with 5 of 6 specific issues to learn about that have been raised in my practice. Each was addressed either in the presentation, questions, or by talking directly to the faculty. This course will pay for itself the first week back at the office."
