Avoid potential pitfalls when raising capital by learning how to utilize SEC Rule 506(c) and understanding the key elements of the crowdfunding regulation.
The Jumpstart Our Business Startups Act (the JOBS Act) became law on April 5, 2012, and was designed, in part, to enhance the raising of capital, especially by small or emerging businesses. As a result of the JOBS Act, the SEC promulgated new rules to facilitate capital formation. While these new rules enhance opportunities to raise capital, they create certain obstacles and pitfalls, and they do not eliminate the traditional methods in which companies have sought capital. This material will explore capital raising techniques authorized by the JOBS Act and also examine the interplay between these techniques and the traditional methods of capital formation which continue, for many small and mid-size companies, to be the preferred way of seeking capital. The effects of the JOBS Act on public company requirements and the issues raised by the current COVID-19 pandemic will also be discussed.
Learning Objectives
- You will be able to discuss how to utilize SEC Rule 506(c).
- You will be able to explain key elements of the crowdfunding regulation.
- You will be able to recognize the interplay between the changes put in place by the JOBS Act and the traditional methods of capital formation.
- You will be able to identify the two types of Regulation A offers.
Agenda
Traditional Private Placements Are Alive and Well
- Common Pre-JOBS Act Exemptions From Registration
- Regulation D - Rule 506
- Disclosure
- General Advertising and Public Solicitation Prohibited
- Integration of Offers
- How Do You Lose the Exemption?
- Resales of Restricted Securities
The JOBS Act - General Solicitation Now Permitted
- SEC Rule 506(c) - How Often Used?
- The Challenge of Verifying Accredited Investor Status
- Rule 506(c) Does Not Eliminate the Traditional Private Placement
The JOBS Act - Crowdfunding
- Section 4(a)(6) of the Securities Act
- SEC Regulation Crowdfunding Rules
- Key Elements of the Crowdfunding Rules
Other Issues of Note
- Regulation A Offers
- Registration and Deregistration for Public Companies
- The Effect of COVID-19 in Capital Formation
Speakers
Michael D. Waters,
Jones Walker LLP- Partner in the Birmingham, Alabama office of Jones Walker LLP
- Practiced securities law for 38 years, representing companies in IPOs, and public companies in secondary offerings, mergers and acquisitions, proxy solicitations, annual and periodic reporting and exempt offerings
- Advised buyers and sellers in approximately 110 bank acquisitions, ranging from small community banks to the acquisition of a $34 billion institution
- Adjunct professor of law at the University of Alabama Law School where he taught banking law for 20 years and has taught mergers and acquisitions for the last 25 years
- Speaks at seminars on a variety of topics involving corporate, securities and bank regulatory issues, and is author of Proxy Regulation, a book published by the Practising Law Institute in New York in 1992 as part of its series on corporate and securities law
- Served as legal advisor to Governor Fob James of Alabama in 1979-1980
- Listed in Chambers USA, Alabama Super Lawyers, The Best Lawyers in America, and the Birmingham Magazine, Top Attorneys
- J.D. degree, University of Alabama School of Law; M.A. degree, Rhodes Scholar, Oxford University; B.A. degree, Duke University
Who Should Attend
This live webinar is designed for accountants, CPAs, CEOs, presidents, vice presidents, CFOs, controllers, business owners and managers, bookkeepers, tax, managers, tax preparers, finance executives, and attorneys.
