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Offerings Updates: Reg. A & D Updates; How to Do a Texas Public Offering; plus Crowdfunding

Contains material from Mar 2015
Offerings Updates: Reg. A & D Updates; How to Do a Texas Public Offering; plus Crowdfunding
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Session 1: Non-Registered Offerings: Updates on Regulation D and Regulation A - Updates on the requirements of Rule 506(b) and (c); Reg. A and Reg. A+, as well as opportunities for resales. How are issuers using the new tools? What is on the regulatory horizon for issuers in non-registered offerings?
 
Session 2: How to Do a Texas Public Offering - In order for a Texas issuer to use Reg. A and its provisions which allow for testing the waters and communicating with potential investors, that issuer must pair Reg. A with a Texas public offering. Until the offering limit for Reg. A was raised to $50 million by the JOBS Act, we saw very few Reg. A offerings in Texas. At the same time, while state registration was originally required whenever an issuer initiated a federally-registered offering, that is no longer the case. Since 1996, Congress has preempted state securities law in a number of areas, including public offerings where issuers become listed on an exchange. Consequently, a generation of Texas lawyers has not done a Texas public offering. Become reacquainted with the requirements of this type of offering which may soon become more widely used.
 
Session 3: Crowdfunding - Crowdfunding has captured the imagination of entrepreneurs. In 2012, the JOBS Act required the SEC to create an exemptive rule to cover crowdfunding offerings. While the SEC has proposed rulemaking and has sought comment on its proposal, it has not issued final regulations (as of press time) and many believe the proposed regulation is too cumbersome. Twelve states, including Texas, have proposed or enacted their own intrastate crowdfunding rules and are looking to coordinate their efforts through NASAA. What is the current crowdfunding landscape and what is needed to create effective regulation in this area? What tools are available for you to use now?

Includes: Audio Paper Slides


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1. Non-Registered Offerings: Updates on Regulation D and Regulation A (Mar 2015)

Gerald J. Laporte, Faith L. Anderson, Marty Dunn

1.00 0.00 0.00
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(mp3)
61 mins
(pdf)
15 pgs
(pdf)
14 pgs
Paper
(pdf)
5 pgs
Session 1 —61 mins
Non-Registered Offerings: Updates on Regulation D and Regulation A (Mar 2015)

Updates on the requirements of Rule 506(b) and (c); Reg. A and Reg. A+, as well as opportunities for resales. How are issuers using the new tools? What is on the regulatory horizon for issuers in non-registered offerings?

Originally presented: Feb 2015 Securities Regulation and Business Law

Gerald J. Laporte, Securities Regulation Consultant, Former Chief, Office of Small Business Policy, U.S. Securities and Exchange Commission - Arlington, VA
Faith L. Anderson, Washington Department of Financial Institutions, Securities Division - Olympia, WA
Marty Dunn, Morrison & Foerster LLP - Washington, DC

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2. How to Do a Texas Public Offering (Mar 2015)

Ryan R. Cox, Nick Bhargava, Patricia Loutherback

1.00 0.00 0.00
Preview Materials

Download session materials for offline use

(mp3)
60 mins
Slides
(pdf)
9 pgs
Session 2 —60 mins
How to Do a Texas Public Offering (Mar 2015)

In order for a Texas issuer to use Reg. A and its provisions which allow for testing the waters and communicating with potential investors, that issuer must pair Reg. A with a Texas public offering. Until the offering limit for Reg. A was raised to $50 million by the JOBS Act, we saw very few Reg. A offerings in Texas. At the same time, while state registration was originally required whenever an issuer initiated a federally-registered offering, that is no longer the case. Since 1996, Congress has preempted state securities law in a number of areas, including public offerings where issuers become listed on an exchange. Consequently, a generation of Texas lawyers has not done a Texas public offering. Become reacquainted with the requirements of this type of offering which may soon become more widely used.

Originally presented: Feb 2015 Securities Regulation and Business Law

Ryan R. Cox, Haynes and Boone, LLP - Dallas, TX
Nick Bhargava, GROUNDFLOOR - Atlanta, GA
Patricia Loutherback, Texas State Securities Board - Austin, TX

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3. Crowdfunding (Mar 2015)

John Morgan, Bjorn J. Hall, Marty Dunn

0.75 0.00 0.00
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(mp3)
45 mins
(pdf)
73 pgs
Session 3 —45 mins
Crowdfunding (Mar 2015)

Crowdfunding has captured the imagination of entrepreneurs. In 2012, the JOBS Act required the SEC to create an exemptive rule to cover crowdfunding offerings. While the SEC has proposed rulemaking and has sought comment on its proposal, it has not issued final regulations (as of press time) and many believe the proposed regulation is too cumbersome. Twelve states, including Texas, have proposed or enacted their own intrastate crowdfunding rules and are looking to coordinate their efforts through NASAA. What is the current crowdfunding landscape and what is needed to create effective regulation in this area? What tools are available for you to use now?

Originally presented: Feb 2015 Securities Regulation and Business Law

John Morgan, Securities Commissioner, Texas State Securities Board - Austin, TX
Bjorn J. Hall, General Counsel, Fundrise - Washington, DC
Marty Dunn, Morrison & Foerster LLP - Washington, DC