Essentials of Equity Trading for the Loan Market
|
|
- Samson Jennings
- 8 years ago
- Views:
Transcription
1 June 28, 2011 Essentials of Equity Trading for the Loan Market Attorney Advertising andrewskurth.com
2 Outline of Presentation I. What Is A Security? II. Section 5 Of Securities Act III. 4(2) Private Placement Exemption IV. 4(1) Exemption V. What Is An Underwriter? VI. Rule Safe Harbor From Being Considered An Underwriter VII. Rule 144A VIII. Section 4 (1½) Case Law Exemption IX. In-Court Restructuring And Section 1145 X. Liabilities & Recourse XI. Big Boy Letters XII. Operative Issuer Documents XIII. Other Regulatory and Statutory Concerns XIV. Market Trends 1
3 What Is A Security? Section 2(a) of Securities Act of 1933, as amended (the Securities Act ) defines what a security means broad definition Bank Debt/Syndicated Secured Loans Historically Not Considered A Security See Banco v. Expanol De Cremin v. Security Pac. Nat l Bank, 973 F.2nd 51 (2d Cir. 1992) (applying four factor family resemblance test under Reeves, court held notes issued in conjunction with participation interest similar to notes evidencing loans by commercial banks funding operations) Key statutory language in definition of security unless context otherwise applies Not public trading market Sophisticated parties who generally don t need protections of securities laws / can fend for themselves 2
4 Section 5 Of Securities Act Section 5 of Securities Act provides that unless a Registration Statement is in effect as to a security, it shall be unlawful for any person to sell such security 3
5 4(2) Private Placement Exemption Pursuant to Section 4(2) of the Securities Act, Section 5 of Act doesn t apply to transactions by an Issuer not involving any public offering Supreme Court in Ralston Purina held that an offering to persons who are shown to be able to fend for themselves is a transaction not involving any public offering Safe Harbor of Regulation D No General Solicitation Unlimited Accredited Investors and not» 35 other purchasers Issuer availability Securities issued are Restricted Securities Typically will have Legend 4
6 4(1) Exemption Provides that provisions of Section 5 of Securities Act shall not apply to Section 4(1) 4(1) Exemption Transactions by any person not involving an issuer, underwriter or dealer (ordinary investor exemption) What is an Issuer? What is a Dealer? Any person who engages as agent, broker and principal in business of offering, buying or otherwise trading in securities 4(3) - Dealer Exemption 5
7 What Is An Underwriter? Under Section 2(a)(11) of Securities Act Underwriter means any person who has purchased from an issuer with a view to distribution As used in Sec 2(a)(11) the term Issuer includes any person directly or indirectly controlling another person Statutory Underwriter concept Under Rule 405, control means power to direct or cause direction of management Since difficult to determine mental state at time of acquisition re whether purchased with a view to distribution, subsequent acts are looked at with respect to such determination (whether securities have come to rest) 6
8 Rule 144 Safe Harbor From Being Considered An Underwriter - Comply with 144 Rules not considered to be engaged in a Distribution Applies to sales of Restricted securities and control securities Depending on type of securities sold different rules apply under Rule 144 Securities acquired pursuant to Rule 144 are not Restricted Securities Calculation of holding period and tacking 7
9 Rule 144 Safe Harbor From Being Considered An Underwriter (continued) Restricted Securities of Reporting Issuers Restricted Securities of Non- Reporting Issuers Affiliate or Person Selling on Behalf of an Affiliate During six-month holding period - no resales under Rule 144 permitted. After six-month holding period - may resell in accordance with all Rule 144 requirements including: Current public information, Volume limitations, Manner of sale requirements for equity securities, and Filling of Form 144 During one-year holding period - no resales under Rule 144 permitted. After one-year holding period - may resell in accordance with all Rule 144 requirements, including: Current public information, Volume limitations, Manner of sale requirements for equity securities, and Filing of Form 144. Non-Affiliate (and Has Not Been an Affiliate During the Prior Three Months) During six-month holding period - no resales under Rule 144 permitted. After six-month holding period but before one year - unlimited public resales under Rule 144 except that the current public information requirement still applies. After one-year holding period - unlimited public resales under Rule 144; need not comply with any other Rule 144 requirements. During one-year holding period - no resales under Rule 144 permitted. After one-year holding period - unlimited public resales under Rule 144; need not comply with any other Rule 144 requirements. 8
10 Rule 144A 144A Transaction Acquire Restricted Securities Available for securities not fungible with securities listed on exchange Sales must be made to Qualified Institution Buyers that have access to issuer information QIB generally means an entity that owns at least $100,000,000 in securities of unaffiliated issuers 9
11 Section 4 (1½) Case Law Exemption Not formal statutory registration exemption Used by practicioners and recognized by case law and SEC as technique for transferring restricted securities see Gilligan Will & Co. v. SEC, 267 F.2d 461 (2d. Cir.); Ackerberg v. Johnson, 892 F.2d 1328 (8 th Cir. 1989) Represents Hybrid between 4(1) and 4(2) in which the selling shareholder utilizes practices that an issuer uses to sell securities in 4(2) private placement Limiting resale to only sophisticated parties/accredited investors Able to fend for themselves Offer made without any publicity or other General Solicitation Buyer acknowledges that securities Buyer shall acquire shall be restricted securities 10
12 In-Court Restructuring and Section 1145 In Chapter 11 reorganization equity typically issued pursuant to 1145 Need to check plan and confirmation order Under Section 1145 offers and sales of securities done in accordance with 1145(a)(1) are deemed to be a public offering Disclosure Statement akin to prospectus in registered offering If sold in accordance with 1145(a)(1) such securities may be freely traded However, 1145(a)(1) doesn t apply to entities that are Bankruptcy Underwriters 11
13 In-Court Restructuring and Section 1145 (continued) Unless ordinary trading transaction exemption applies, an entity is a bankruptcy underwriter if: Purchases claim with a view to distribution of any security received or to be received in respect of such claim Generally will not be a bankruptcy underwriter if original holder of claim or plan not proposed when acquire claim An entity is also a bankruptcy underwriter if it is a control person/affiliate of issuer When buying need rep Seller not an Affiliate to ensure getting freely tradable securities LSTA Proceeds Letter provides no affiliate rep by Seller 12
14 In-Court Restructuring and Section 1145 (continued) Note no underwriter status for non-affiliates engaging in ordinary trading transactions narrow definition of bankruptcy underwriter Ordinary trading transactions do not have indicia of classic underwriting activity No coordinated action to acquire and distribute securities with special incentive to resell such securities Securities issued in bankruptcy not pursuant to 1145 Rights Offering where new $ put in such securities acquired are generally restricted unless subsequently registered or exemption applies Visteon example May have haircut for sale of restricted securities as opposed to freely tradeable shares without restriction 13
15 Liabilities & Recourse Section 12(a)(i) of Securities Act Gives Purchaser right of recission for any offer or sale of a security in violation of Section 5 Statute of Limitations One year of the Section 5 violation 14
16 Big Boy Letters Rules 10b-5 requires that a person who has material non-public information either disclose such information or abstain from trade 10b-5 prohibits any person in connection with the purchase or sale of a security (whether public or private) from making any untrue statement of a material fact or omitting to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading No disparity of information Disclosing information may create issues with respect to confidentiality agreements Parties sometimes use Big Boy Letters Are Big Boys enforceable? See SEC v. Barclays Bank; R2 v. Salomon Section 29 of Exchange Act (contract cannot waive compliance with rules of Exchange Act) Certain institutions reluctant to utilize Big Boys with counterparties LSTA Proceeds Letter has no waiver of disparity of information 15
17 Operative Issuer Documents Shareholders Agreement Registration Rights Agreement Articles of Incorporation / Bylaws LLC Agreement / Partnership Agreement 16
18 Operative Issuer Documents (continued) Shareholders Agreement Comply with transfer provisions Typical provisions No sale to competitor Sign joinder Sale won t result in > 500 holders Opinion Letter (if requested) or certifications to company Pre-emptive rights ROFR Tag-along / Drag-along Confidentality Provisions Advance notice of sale Consent by company or board may be required 17
19 Operative Issuer Documents (continued) Articles of Incorporation / By-Laws Transfer Provisions May include restrictions to preserve NOL s May limit transfers to ensure compliance with regulated industry rules limiting foreign ownership May limit transfers to foreign entities for tax reasons 18
20 Other Regulatory and Statutory Concerns - Broker-Dealer Regulations FINRA Rules Regulation T (Delivery v. Payment timing) Rule 10b-10 of Exchange Act (Confirmation Delivery) Gaming industry Energy industry (FERC) (Mach Gen Example) Broadcasting / Telecommunications (FCC) Tribune / Young Broadcasting Foreign Underwriter Issues Hart Scott Rodino Size of Transaction and size of person test $66,000,000 size of transaction Anti-takeover and Business Combination Statutes DGCL Section 203 Section 13 and Section 16 (Publicly Traded Equities) Tax Concerns Offshore Investors 19
21 Market Trends When Outside Counsel Used? Equity that has some form of transfer restrictions & not generally traded on public markets Equity with legend and/or restricted Use of Documentation by Market Wide spectrum of views with respect to use of private purchase and sale agreement ( PSA ) between buyer and seller Most dealers & buy-side parties utilize some form of PSA However, certain dealer parties generally push back on use of PSA 20
22 Market Trends (continued) Trade Confirmations: Majority of participants use a form of trade confirmation signed by both parties Parties in market give different titles to such agreements Trade Confirmation Notice of Execution Equity Trade Confirmation Commitment Letter 21
23 Market Trends (continued) Substance of Trade Confirm Substantively trade confirms are generally similar Trade date Party names Issuer name Price/amount of equity Dividends benefit buyer from and after trade date Subject to reasonably acceptable contracts and instruments of trade Binding Trade no impact by subsequent events Costs and expenses ( Opinion Letter costs?) Confidentiality Transfer complies with operative documents (i.e. LLC Agreement) Delivery of Operative Documents (if not SH) 22
24 Market Trends (continued) Trade Confirmation Issues for Market Maker in Middle of Trade Right of First Refusal ( ROFR ) and tag-along rights Insert Subject to successful completion of purchase of equity being sold and purchased Assignment only and default to economic equivalent Common provision Aware of certain reps & warranties specific to issuer s equity? Regulator s concerns? Competitor representation? Big Boy reps and warranties often in confirm Sophisticated party and financial wherewithal Own investment decision Non-reliance Accredited Investor or QIB 23
25 Market Trends (continued) Necessary to Use Private Purchase and Sale Agreement? Depends on factors What is required issuer documentation? Do reps and warranties inure to benefit of buyer and seller? Full-blown PSA? Simple certificates? UCC Article VIII Is it applicable? Under of UCC, certain reps and warranties automatically apply to transfers of certain securities for value will transferred equity security be governed by UCC Article VIII? Corporation applicable LLC s or partnerships opt-in? Need to review & see organization documents 24
26 Market Trends (continued) If UCC Article VIII applicable then purchaser of equity security for value without knowledge of adverse claim receives warranty from seller (automatically by law) that there is no adverse claim to security become a protected purchaser 25
27 Market Trends (continued) Benefits of using PSA Get direct representation and warranties from counter parties Indemnity provision attorney fees Set forth conditions to closing Delivery v. payment (who goes first?) Need Title Rep if UCC Article VIII not applicable 26
28 Market Trends (continued) Typical Representations and Warranties and Other Provisions in PSA Clean title representation free from liens Sophisticated party and financial wherewithal No reliance on other party Accredited investor (if 144A need higher QIB Standard) No general solicitation Not acquiring with a view to distribution in violation of Securities Act Affiliate representation from seller Is it 1145 or 4(2) issuance? Affects seller rep regarding acquisition of security Bankruptcy Underwriter rep from seller Buyer rep acknowledging limitations on transfer on resale Depends if 1145 or private issuance Distributions 27
29 Market Trends (continued) Other Typical Provisions of PSA Closing conditions Fact-specific representations Not acquiring > 25% (i.e., no tag-along implicated) Not competitor Buyer Rep - Received & Reviewed Operative Documents (aware of contractual restrictions on resale) Further assurances 28
30 Market Trends (continued) Miscellaneous Matters Opinion Letter requirement (certifications in lieu of opinion available?) Develop good relationship with issuer counsel & transfer agent early in process Determine steps needed for closing 29
31 Market Trends (continued) EXAMPLES: Issuance Readers Digest (LSTA proceeds letter; officer s certificates & no opinion unless 10% holder selling) - MGM (LSTA proceeds letter; officer s certificate (not affiliate; not acquire with view to distribution and own less than 10%) - 4(2) Issuance - Philly News (1145; certificated) - Mark IV (1145; form of transfer agreement for all parties benefit) - Panavision (shares issued as amendment fee; opinion required by company) - Mach Gen (FERC issues; restricted selling to < 10% holders; transfers not of record approved by Milbank) 30
32 AUSTIN 111 Congress Avenue Suite 1700 Austin, Texas BEIJING Room 2007, Capital Mansion No. 6 Xin Yuan Nan Lu, Chao Yang District Beijing, China DALLAS 1717 Main Street Suite 3700 Dallas, Texas LONDON Level 16, City Tower 40 Basinghall Street London EC2V 5DE England NEW YORK 450 Lexington Avenue New York, New York THE WOODLANDS Waterway Plaza Two Woodloch Forest Drive Suite 200 The Woodlands, Texas HOUSTON 600 Travis Street Suite 4200 Houston, Texas WASHINGTON DC 1350 I Street, NW Suite 1100 Washington, DC Copyright 2011 by LLP. All rights reserved. This presentation has been prepared for informational purposes only and does not constitute legal advice. This information is not intended to create (and receipt of it does not constitute) an attorney-client relationship. Readers should not act on this information without seeking professional counsel. Prior results do not guarantee a similar outcome and depend on the facts of each matter.
F R E Q U E N T L Y A S K E D Q U E S T I O N S A B O U T R U L E 1 4 4 A N D R U L E 1 4 5
F R E Q U E N T L Y A S K E D Q U E S T I O N S A B O U T R U L E 1 4 4 A N D R U L E 1 4 5 Understanding Rule 144 under the Securities Act of 1933 What is Rule 144? Rule 144 permits public resales of
More informationFREQUENTLY ASKED QUESTIONS ABOUT BLOCK TRADE REPORTING REQUIREMENTS
FREQUENTLY ASKED QUESTIONS ABOUT BLOCK TRADE REPORTING REQUIREMENTS Block Trades and Distributions What is a block trade? Many people use the term block trade colloquially. Technically, a block trade is
More informationFREQUENTLY ASKED QUESTIONS ABOUT BLOCK TRADE REPORTING REQUIREMENTS
FREQUENTLY ASKED QUESTIONS ABOUT BLOCK TRADE REPORTING REQUIREMENTS Block Trades and Distributions What is a block trade? Many people use the term block trade colloquially. Technically, a block trade is
More informationPrivate Placements in Mergers and Acquisitions
THE AMERICAN LAW INSTITUTE Continuing Legal Education Regulation D Offerings and Private Placements March 14-16, 2013 Private Placements in Mergers and Acquisitions by Robert B. Robbins Pillsbury Winthrop
More informationRaising EB-5 Capital: Key Securities Laws Considerations and a Compliance Roadmap
Raising EB-5 Capital: Key Securities Laws Considerations and a Compliance Roadmap Mariza E. McKee, Robert J. Ahrenholz and Robert B. Keim, Kutak Rock LLP, with Practical Law Labor & Employment A Practice
More informationFREQUENTLY ASKED QUESTIONS ABOUT REGULATION S
FREQUENTLY ASKED QUESTIONS ABOUT REGULATION S Understanding Regulation S What is Regulation S? Regulation S provides an exclusion from the Section 5 registration requirements of the Securities Act of 1933,
More informationA Guide to Crowdfunding for Companies Seeking to Raise Capital
A Guide to Crowdfunding for Companies Seeking to Raise Capital A publication of the Securities Law Practice mefiifmp=kfwbo LLP June 2012 On April 5, 2012, President Obama signed into law the Jumpstart
More informationCROWDFUNDING WHAT IS CROWDFUNDING?
CROWDFUNDING PBI Business Lawyers Institute 5 November 2015 G. Philip Rutledge, Partner Bybel Rutledge LLP, Lemoyne, PA 17043 rutledge@bybelrutledge.com WHAT IS CROWDFUNDING? Much over used term to describe
More informationNY2 711869. Securities Act Exemptions/ Private Placements December 2012
NY2 711869 Securities Act Exemptions/ Private Placements December 2012 Securities Act of 1933 Registration Framework 5 - Must register all transactions absent an exemption from the registration requirements
More informationRULE 144 PERSONS DEEMED NOT TO BE ENGAGED IN A DISTRIBUTION AND THEREFORE NOT UNDERWRITERS. Preliminary Note to Rule 144
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 OMB APPROVAL OMB Number: 3235-0101 Expires: December 31,2006 Estimated average burden hours per response.......1.0 RULE 144 PERSONS
More informationSecurities Regulation - Statutes Quinn - Fall 2004
I. Securities Act of 1933: A. 2 p. 2 (definition section) 1. Subsection (a)(1) says that the term security means any note, stock, treasury stock investment contract put, call option, or privilege entered
More informationDivision of Swap Dealer and Intermediary Oversight
U.S. COMMODITY FUTURES TRADING COMMISSION Three Lafayette Centre 1155 21st Street, NW, Washington, DC 20581 Telephone: (202) 418-6700 Facsimile: (202) 418-5528 gbarnett@cftc.gov Division of Swap Dealer
More informationReverse Mortgage Specialist
ADVISOR/LENDER APPLICANT ASSISTANCE AGREEMENT This ADVISOR/LENDER APPLICANT ASSISTANCE AGREEMENT (the Agreement ) is made this day of, 200_ by and between Oaktree Funding Corporation, a California Corporation
More informationRegulation Crowdfunding Outline
Regulation Crowdfunding Outline December 5, 2013 By: Kiran Lingam, General Counsel, SeedInvest The following is an outline of proposed Regulation Crowdfunding (Reg CF), promulgated under Title III of the
More informationo The filing and timing requirements are summarized on Exhibit A. Other Securities Law Issues
MORRISON & FOERSTER LLP CHECKPOINTS: THE CONSEQUENCES OF CROSSING VARIOUS OWNERSHIP THRESHOLDS WHEN INVESTING B. JEFFERY BELL * This memorandum outlines certain considerations associated with the acquisition
More informationThe Volcker Rule Prohibition on Proprietary Trading: Considerations for Broker-Dealer Affiliates of Foreign Banking Organizations
Client Alert January 9, 2014 The Volcker Rule Prohibition on Proprietary Trading: Considerations for Broker-Dealer Affiliates of Foreign Banking Organizations The Volcker Rule imposes significant restrictions
More informationF R E Q U E N T L Y A S K E D Q U E S T I O N S A B O U T R U L E 1 4 4 A E Q U I T Y O F F E R I N G S
F R E Q U E N T L Y A S K E D Q U E S T I O N S A B O U T R U L E 1 4 4 A E Q U I T Y O F F E R I N G S These FAQs relate specifically to Rule 144A equity offerings. Please refer to our Frequently Asked
More informationPrivate Placements In Public Equity (PIPEs): Best Practices for FINRA Members 1
1345 AVENUE OF THE AMERICAS NEW YORK, NEW YORK 10105 TELEPHONE: (212) 370-1300 FACSIMILE: (212) 370-7889 www.egsllp.com Private Placements In Public Equity (PIPEs): Best Practices for FINRA Members 1 We
More informationFINRA-Broker Dealer Investment Banking Due Diligence
FINRA-Broker Dealer Investment Banking Due Diligence On April 20, 2010, the Financial Industry Regulatory Authority ( FINRA ) issued Regulatory Notice 10-22 (the Notice ) reminding broker-dealers of their
More informationAVOIDING SECURITIES PITFALLS IN EMPLOYEE PLANS
AVOIDING SECURITIES PITFALLS IN EMPLOYEE PLANS Eleanor Banister Christine B. LaFollette Tana Pool December 9, 2003 If you haven t downloaded the program materials, please do so now at - www.kslaw.com/e-lunch/handout
More informationSacramento Natural Foods Cooperative SERIES B, C & D PREFERRED STOCK PURCHASE AGREEMENT
Sacramento Natural Foods Cooperative SERIES B, C & D PREFERRED STOCK PURCHASE AGREEMENT THIS Series B, C and D PREFERRED STOCK PURCHASE AGREEMENT (this Agreement ) is made as of, by and between Sacramento
More informationTITLE III CROWDFUNDING
H. R. 3606 10 have any person associated with that person subject to such a statutory disqualification. (3) For the purposes of this subsection, the term ancillary services means (A) the provision of due
More informationArticles. SEC Adopts Rules to Allow Crowdfunding Beginning May 16, 2016. Alan Bickerstaff, Jeff C. Dodd and Ted Gilman December 2, 2015
SEC Adopts Rules to Allow Crowdfunding Beginning May 16, 2016 Alan Bickerstaff, Jeff C. Dodd and Ted Gilman December 2, 2015 Over two years after proposing rules, the Securities and Exchange Commission
More informationSECURITIES TRADING AND INVESTMENT POLICY
STEWART INFORMATION SERVICES CORPORATION SECURITIES TRADING AND INVESTMENT POLICY I. PURPOSE AND SCOPE This Policy is intended to provide guidance to all Company Employees of Stewart Information Services
More informationRegulation Crowdfunding
Regulation Crowdfunding November 9, 2015 On October 30, 2015, more than three years after the passage of the Jumpstart Our Small Business Startups Act of 2012 (the JOBS Act ) the U.S. Securities and Exchange
More informationModel Commercial Paper Dealer Agreement Guidance Notes
Model Commercial Paper Dealer Agreement Guidance Notes [4(2) Program; Guaranteed] The Bond Market Association ( the Association ) is publishing a guaranteed form of Model Commercial Paper Dealer Agreement
More information9 Summary of California Law (10th), Corporations
9 Summary of California Law (10th), Corporations I. INTRODUCTION A. In General. 1. [ 1] Nature of Corporation. 2. [ 2] Reserved Legislative Power Over Corporation Law. 3. [ 3] Statutory Development. 4.
More informationFREQUENTLY ASKED QUESTIONS ABOUT RULE 10b - 18 AND STOCK REPURCHASE PROGRAMS
FREQUENTLY ASKED QUESTIONS ABOUT RULE 10b - 18 AND STOCK REPURCHASE PROGRAMS The Regulation What is Rule 10b-18? Rule 10b-18 provides an issuer (and its affiliated purchasers ) with a non-exclusive safe
More informationSCHOWALTER & JABOURI FINANCIAL SERVICES, INC. CODE OF ETHICS
SCHOWALTER & JABOURI FINANCIAL SERVICES, INC. CODE OF ETHICS Rule 204A-1 requires Investment Advisers to adopt and enforce Codes of Ethics. Adviser s Code of Ethics should include the following: An Investment
More informationF R E Q U E N T L Y A S K E D Q U E S T I O N S A B O U T P I P E S
F R E Q U E N T L Y A S K E D Q U E S T I O N S A B O U T P I P E S Understanding PIPEs What are PIPEs? A PIPE (Private Investment in Public Equity) refers to any private placement of securities of an
More informationFINRA Issues Regulatory Notice Reminding Broker-Dealers of their Obligation to Conduct Reasonable Investigations in Regulation D Offerings
News Bulletin May 2010 FINRA Issues Regulatory Notice Reminding Broker-Dealers of their Obligation to Conduct Reasonable Investigations in Regulation D Offerings On April 20, 2010, the Financial Industry
More informationSEC Adopts Crowdfunding Rules
CLIENT MEMORANDUM SEC Adopts Crowdfunding Rules November 19, 2015 On October 30, the SEC voted 3-1 to adopt final rules to permit eligible companies to offer and sell securities through crowdfunding a
More informationPursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 ( Act ), 1 and Rule
SECURITIES AND EXCHANGE COMMISSION (Release No. 34-51900; File No. SR-Amex-2005-003) June 22, 2005 Self-Regulatory Organizations; American Stock Exchange LLC; Notice of Filing of Proposed Rule Change,
More informationFounder Stock Purchase Agreement
Founder Stock Purchase Agreement Document 1330A Access to this document and the LeapLaw web site is provided with the understanding that neither LeapLaw Inc. nor any of the providers of information that
More informationRegulation Crowdfunding
November 4, 2013 Regulation Crowdfunding Recently, the Securities and Exchange Commission ( SEC ) voted 5-0 to approve the release of proposed Regulation Crowdfunding (the Proposed Rule ) under the JOBS
More informationBest Practices for Engaging With Intermediaries. Introduction
Best Practices for Engaging With Intermediaries Introduction This document is intended to provide IIUSA members with guidance regarding best practices for engaging with intermediaries who will introduce
More informationJumpstart Our Business Startups ( JOBS ) Act
Jumpstart Our Business Startups ( JOBS ) Act An Overview July 2012 General The JOBS Act liberalizes the federal securities laws in a variety of ways discussed in the following slides. As issuers and market
More informationALMONTY INDUSTRIES INC. INSIDER TRADING POLICY
1. Introduction and Purpose ALMONTY INDUSTRIES INC. INSIDER TRADING POLICY Almonty Industries Inc. (the Corporation ) is a Canadian company, it is a reporting issuer in Canada and its securities are listed
More information"Determining Party" means the party or parties specified as such in the related
(ii) information consisting of relevant market data in the relevant market supplied by one or more third parties including, without limitation, relevant rates, prices, yields, yield curves, volatilities,
More informationTerm Sheet for Potential Investment by Strategic Investor
Form: Term Sheet for Potential Investment by Strategic Investor Description: This is a very detailed term sheet for a prospective Preferred Stock investment in a private company, coupled with a strategic
More informationFirst Regular Session Seventieth General Assembly STATE OF COLORADO INTRODUCED
First Regular Session Seventieth General Assembly STATE OF COLORADO INTRODUCED LLS NO. 1-0.0 Thomas Morris x1 HOUSE BILL 1-1 HOUSE SPONSORSHIP Lee and Pabon, Williams, Priola, Tate, Arndt, Becker K., Foote,
More informationCLIENT ALERT SEC PROPOSES NEW CROWDFUNDING RULES
November 14, 2013 CLIENT ALERT SEC PROPOSES NEW CROWDFUNDING RULES The Securities and Exchange Commission ( SEC ) voted unanimously on October 23, 2013 to propose new rules to implement the crowdfunding
More informationFINRA PROPOSES LIGHTER REGULATORY REGIME FOR LIMITED CORPORATE FINANCING BROKERS
I. Introduction. FINRA PROPOSES LIGHTER REGULATORY REGIME FOR LIMITED CORPORATE FINANCING BROKERS The Financial Industry Regulatory Authority ( FINRA ) recently issued a Regulatory Notice 1 (the Notice
More information2A. Investment Objective Definitions. Capital Preservation - a conservative investment strategy characterized by a desire to avoid risk of loss;
CUSTOMER ACCOUNT AGREEMENT This Customer Account Agreement (the Agreement ) sets forth the respective rights and obligations of Apex Clearing Corporation ( you or your or Apex ) and the Customer s (as
More informationLETTER OF TRANSMITTAL
LETTER OF TRANSMITTAL This letter of transmittal (this Letter of Transmittal ), together with the exchange forms attached hereto (each, an Exchange Form, ), relate to the offer to deliver (the U.S. Exchange
More informationForm 13H Filing Considerations for Investment Managers. September 27, 2011
Form 13H Filing Considerations for Investment Managers September 27, 2011 Table of Contents I. II. III. IV. V. VI. VII. VIII. IX. X. Introduction... Background... Who is a Larger Trader?. Who has the filing
More informationGEOGRAPHIC COVERAGE: DATE REVISED: May 2015 1. GENERAL
FORM / POLICY TITLE: GEOGRAPHIC COVERAGE: DOCUMENT OWNER: Insider Trading Policy Global SVP & General Counsel DATE REVISED: May 2015 1. GENERAL Generally there are laws in each jurisdiction in which Gartner
More informationHow To Sell Shares Of A Target For A Profit
THE ACQUISITION OF CONTROL OF A UNITED STATES PUBLIC COMPANY B. JEFFERY BELL, ESQ. * 2015 EDITION Copyright 2015. All rights reserved. Quotation with attribution is hereby permitted. All or part of these
More informationINSIDER TRADING POLICY. Guidelines with Respect to Certain Transactions in Company Securities
INSIDER TRADING POLICY Guidelines with Respect to Certain Transactions in Company Securities This Policy provides guidelines to all employees, officers and directors of F5 Networks, Inc. and its subsidiaries
More informationARCH CAPITAL ADVISORS
ARCH CAPITAL ADVISORS TERM SHEET Mezzanine Debt This term sheet does not constitute an offer and is solely for discussion purposes. This term sheet shall not be construed as creating any obligations on
More informationSEC Adopts Final Rules for Crowdfunding
November 4, 2015 SEC Adopts Final Rules for Crowdfunding On October 30, 2015, the Securities and Exchange Commission (the SEC ) adopted final rules under Title III of the Jumpstart Our Business Startups
More information[COMPANY NAME] STOCK PURCHASE AGREEMENT
[COMPANY NAME] STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT (the Agreement ) is made as of the day of, 2015, (the Effective Date ) by and between [COMPANY NAME] (the Company ), and SOSV a company
More informationPrivate Trading Platforms for Restricted Securities
THE AMERICAN LAW INSTITUTE Continuing Legal Education Regulation D Offerings and Private Placements March 14-16, 2013 Private Trading Platforms for Restricted Securities by Robert B. Robbins Pillsbury
More informationSecurities Regulation Update
November 2013 SEC Proposes Crowdfunding Rules The SEC has published for comment proposed Regulation Crowdfunding (the Proposal ), which is intended to enable entrepreneurs and start-up companies to solicit
More informationA Quick Guide To The JOBS Act
David M. Lynn and Anna T. Pinedo, Morrison & Foerster LLP Although characterized in the press as principally addressing the needs of small and micro-cap companies, provisions in the JOBS Act are applicable
More informationRestricted Shares Held Pre-Initial Public Offering of Travelport Worldwide Limited
Restricted Shares Held Pre-Initial Public Offering of Travelport Worldwide Limited In connection with the initial public offering ( IPO ) of Travelport Worldwide Limited ( Travelport ), Travelport s common
More informationAPPENDIX 12 EXPLANATORY TERM SHEET (SAMPLE 2)
APPENDIX 12 EXPLANATORY TERM SHEET (SAMPLE 2) This term sheet summarizes the principal terms with respect to a potential private placement of equity securities of (the Company ) by a group of investors
More informationPrepared By: The Professional Staff of the Committee on Banking and Insurance REVISED:
BILL: SB 914 The Florida Senate BILL ANALYSIS AND FISCAL IMPACT STATEMENT (This document is based on the provisions contained in the legislation as of the latest date listed below.) Prepared By: The Professional
More informationSTOCK PURCHASE AGREEMENT
STOCK PURCHASE AGREEMENT This Stock Purchase Agreement (this Agreement ) is made as of, 2015, by and between Histogen Inc., a Delaware corporation (the Company ), and (hereinafter referred to as the Investor
More informationSTATEMENT OF POLICY REGARDING CORPORATE SECURITIES DEFINITIONS
STATEMENT OF POLICY REGARDING CORPORATE SECURITIES DEFINITIONS Adopted April 27, 1997; Amended September 28, 1999 & March 31, 2008 I. INTRODUCTION This Statement of Policy Regarding Definitions applies
More informationUNITED STATES OF AMERICA Before the SECURITIES AND EXCHANGE COMMISSION
SECURITIES ACT OF 1933 Release No. 8750 / November 8, 2006 UNITED STATES OF AMERICA Before the SECURITIES AND EXCHANGE COMMISSION SECURITIES EXCHANGE ACT OF 1934 Release No. 54720 / November 8, 2006 INVESTMENT
More informationDue Diligence in Regulation D Offerings
FINRA Provides Guidance on the Obligation of Broker-Dealers to Conduct Reasonable Investigations in Regulation D Offerings SUMMARY FINRA has published a regulatory notice providing guidance to broker-dealers
More informationNotice of Intent to Adopt Rules
1. General Information a. Agency/Board Name Notice of Intent to Adopt Rules Revised July 2014 b. Agency/Board Address c. City d. Zip Code e. Name of Contact Person f. Contact Telephone Number g. Contact
More informationFREQUENTLY ASKED QUESTIONS ABOUT COMMUNICATIONS ISSUES FOR ISSUERS AND FINANCIAL INTERMEDIARIES
FREQUENTLY ASKED QUESTIONS ABOUT COMMUNICATIONS ISSUES FOR ISSUERS AND FINANCIAL INTERMEDIARIES These Frequently Asked Questions (FAQs) focus on the rules and regulations affecting communications. The
More informationU.S. Securities Laws Overview
CDFA Intro EB-5 Finance Webcourse U.S. Securities Laws Overview September 18, 2013 Mariza E. McKee, Esq. Attorney Kutak Rock LLP Mariza.McKee@KutakRock.com This is a presentation of Kutak Rock LLP and
More informationSB 1005. Introduced by Senators Farnsworth D: Shooter; Representatives Cobb, Lawrence, Norgaard, Petersen, Thorpe, Townsend AN ACT
PREFILED DEC 0 REFERENCE TITLE: private fund advisers; exemption State of Arizona Senate Fifty-second Legislature Second Regular Session SB 0 Introduced by Senators Farnsworth D: Shooter; Representatives
More informationMarch 4, 2013. Request for No-Action Relief for Canadian Stock Transfer Company Inc.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 DIVISION OF TRADING AND MARKETS March 4, 2013 Laura S. Pruitt Alston & Bird LLP 950 F Street, NW Washington, DC 20004-1404 Re: Request
More informationCode of Ethics Effective June 1, 2015
Code of Ethics Effective June 1, 2015 APPLICABLE RULES AND REGULATIONS Rule 17j-1 of the Investment Company Act of 1940, as amended Rule 204A-1 of the Investment Advisers Act of 1940, as amended I. POLICY
More informationFREQUENTLY ASKED QUESTIONS ABOUT RULE 10B 5-1 PLANS
FREQUENTLY ASKED QUESTIONS ABOUT RULE 10B 5-1 PLANS The Regulations What is Rule 10b-5? Rule 10b-5 of the Securities Exchange Act of 1934 makes it illegal for any person to make an untrue statement of
More informationTHE STATE OF WASHINGTON TO: DEPARTMENT OF FINANCIAL INSTITUTIONS SECURITIES DIVISION ) ) ) ) ) ) ) STATEMENT OF CHARGES TENTATIVE FINDINGS OF FACT
IN THE MATTER OF DETERMINING Whether there has been a violation of the Securities Act of Washington by: Ronald Newman ; Jeffrey Scott Hollingsworth ; Milestone Life Settlement Fund, LLC; Milestone Investments
More informationThis title may be cited as the Capital Raising Online While Deterring Fraud and Unethical Non-Disclosure Act of 2012 or the CROWDFUND Act of 2012.
TITLE III--CROWDFUNDING SEC. 301. SHORT TITLE. This title may be cited as the Capital Raising Online While Deterring Fraud and Unethical Non-Disclosure Act of 2012 or the CROWDFUND Act of 2012. SEC. 302.
More informationFINRA Regulation of Broker-Dealer Due Diligence in Regulation D Offerings
FINRA Regulation of Broker-Dealer Due Diligence in Regulation D Offerings EDWARD G. ROSENBLATT, MCGUIREWOODS LLP, WITH PRACTICAL LAW CORPORATE & SECURITIES This Note discusses broker-dealers' affirmative
More informationApril 8, 2013. I. Background.
April 8, 2013 The Extra-territorial Reach of the Broker-Dealer Registration Requirements Under the U.S. Securities Exchange Act of 1934; the Staff of the Securities and Exchange Commission Addresses Frequently
More informationUNITED STATES OF AMERICA Before the SECURITIES AND EXCHANGE COMMISSION
SECURITIES ACT OF 1933 Release No. 9404 / May 22, 2013 ADMINISTRATIVE PROCEEDING File No. 3-15329 UNITED STATES OF AMERICA Before the SECURITIES AND EXCHANGE COMMISSION In the Matter of CITY OF SOUTH MIAMI,
More informationJOBS ACT AND OTHER SECURITIES LAW ESSENTIALS FOR GROWING COMPANIES
JOBS ACT AND OTHER SECURITIES LAW ESSENTIALS FOR GROWING COMPANIES STEVE QUINLIVAN JILL RADLOFF ETHAN MARK DAVID JENSON STINSON LEONARD STREET LLP SEPTEMBER 2014 TABLE OF CONTENTS I. BASIC PRINCIPLES...
More informationF R E Q U E N T L Y A S K E D Q U E S T I O N S A B O U T P I P E S
F R E Q U E N T L Y A S K E D Q U E S T I O N S A B O U T P I P E S Understanding PIPEs What are PIPEs? A PIPE (Private Investment in Public Equity) refers to any private placement of securities of an
More informationA Basic Overview of Securities Regulation in British Columbia
SECURITIES FOR JUNIOR LAWYERS AND LEGAL SUPPORT STAFF PAPER 1.1 A Basic Overview of Securities Regulation in British Columbia These materials were prepared by Dwight D. Dee of Miller Thomson LLP, Vancouver,
More informationThinking Ahead: Breaking Down FINRA s Revised Proposed Fixed-Income Research Rule
FINANCIAL INSTITUTIONS ADVISORY & FINANCIAL REGULATORY CLIENT PUBLICATION March 2013 Thinking Ahead: Breaking Down FINRA s Revised Proposed Fixed-Income Research Rule If you wish to receive more information
More informationAlert Memo. SEC Proposes Revisions to Remove Credit Ratings from Regulation M, Broker-Dealer Net Capital Rule, Other Exchange Act Rules
Alert Memo MAY 9, 2011 SEC Proposes Revisions to Remove Credit Ratings from Regulation M, Broker-Dealer Net Capital Rule, Other Exchange Act Rules In the third of a series of related rule proposals required
More informationDodd-Frank Act Changes Affecting Private Fund Managers and Other Investment Advisers By Adam Gale and Garrett Lynam
Dodd-Frank Act Changes Affecting Private Fund Managers and Other Investment Advisers By Adam Gale and Garrett Lynam I. Introduction The Dodd-Frank Wall Street Reform and Consumer Protection Act ( Dodd-Frank
More informationFREQUENTLY ASKED QUESTIONS ABOUT RIGHTS OFFERINGS
FREQUENTLY ASKED QUESTIONS ABOUT RIGHTS OFFERINGS Background What is a rights offering? A rights offering typically provides an issuer s existing shareholders the opportunity to purchase a pro rata portion
More informationTRIMETALS MINING INC. SHARE TRADING POLICY (As at March 7, 2011)
TRIMETALS MINING INC. SHARE TRADING POLICY (As at March 7, 2011) I. Purpose Applicable securities laws in Canada prohibit the purchase or sale of securities on the basis of material non-public information
More informationRULES OF ELECTRONIC PAYMENTS ASSOCIATION
RULES OF ELECTRONIC PAYMENTS ASSOCIATION These are the rules of Electronic Payments Association that have been made by the board of directors of EPA under Article 19 of the articles of association of EPA.
More informationIssuing FDIC-Guaranteed Debt under the TLGP
Issuing FDIC-Guaranteed Debt under the TLGP New York November 25, 2008 Background The FDIC Guarantee applies to all Senior Unsecured Debt identified as guaranteed by the FDIC and issued by an Eligible
More informationWebsite Address: www.ag.ny.gov Click on Investors (212) 416-8222 BROKER-DEALER AND SECURITIES REGISTRATION INFORMATION SHEET*
Page 1 of 5 Revised 8/01 I. ISSUERS OF SECURITIES* Website Address: www.ag.ny.gov Click on Investors (212) 416-8222 BROKER-DEALER AND SECURITIES REGISTRATION INFORMATION SHEET* Statutory Authority General
More informationCALIFORNIA CAPITAL INVESTORS, LLC (a Delaware Limited Liability Company) SUBSCRIPTION AGREEMENT
CALIFORNIA CAPITAL INVESTORS, LLC (a Delaware Limited Liability Company) SUBSCRIPTION AGREEMENT To: John R. Nelson, Managing Member California Capital Investors, LLC 700 East Redlands Boulevard, #105 Redlands,
More informationPOLICY 5.1 LOANS, LOAN BONUSES, FINDER S FEES AND COMMISSIONS
Scope of Policy POLICY 5.1 LOANS, LOAN BONUSES, FINDER S FEES AND COMMISSIONS This Policy outlines the Exchange s policies on: loans to an Issuer; bonuses paid by an Issuer in respect of loans to an Issuer;
More informationCase 10-33583-bjh11 Doc 31 Filed 12/07/10 Entered 12/07/10 18:18:45 Desc Main Document Page 1 of 10
Document Page 1 of 10 Eric A. Liepins ERIC A. LIEPINS, P.C. 12770 Coit Road Suite 1100 Dallas, Texas 75251 Ph. (972) 991-5591 Fax (972) 991-5788 ATTORNEYS FOR DEBTOR IN THE UNITED STATES BANKRUPTCY COURT
More informationUNITED STATES OF AMERICA CONSUMER FINANCIAL PROTECTION BUREAU
2014-CFPB-0006 Document 1 Filed 02/12/2015 Page 1 of 18 UNITED STATES OF AMERICA CONSUMER FINANCIAL PROTECTION BUREAU ADMINISTRATIVE PROCEEDING File No. 2015-CFPB-0006 In the Matter of: CONSENT ORDER Flagship
More information16 LC 37 2118ER A BILL TO BE ENTITLED AN ACT BE IT ENACTED BY THE GENERAL ASSEMBLY OF GEORGIA:
Senate Bill 347 By: Senator Bethel of the 54th A BILL TO BE ENTITLED AN ACT 1 2 3 4 5 6 To amend Title 33 of the Official Code of Georgia Annotated, relating to insurance, so as to provide for extensive
More informationLetters for Underwriters and Certain Other Requesting Parties
Letters for Underwriters 2341 AU Section 634 Letters for Underwriters and Certain Other Requesting Parties (Supersedes SAS No. 49.) Source: SAS No. 72; SAS No. 76; SAS No. 86. See section 9634 for interpretations
More informationPrepared By: The Professional Staff of the Committee on Banking and Insurance REVISED:
BILL: SB 286 The Florida Senate BILL ANALYSIS AND FISCAL IMPACT STATEMENT (This document is based on the provisions contained in the legislation as of the latest date listed below.) Prepared By: The Professional
More informationBroker-Dealer Considerations: When Website Operators Should be Registered and a Discussion of the Sale of Securities over the Internet
Broker-Dealer Considerations: When Website Operators Should be Registered and a Discussion of the Sale of Securities over the Internet April 19, 2012 2011 Morrison & Foerster LLP All Rights Reserved mofo.com
More information704-1:51-3.20. Crowdfunding Fees and Notice Filing Forms
704-1:51-3.20. Crowdfunding Fees and Notice Filing Forms A. Not less than ten days before the commencement of an offering pursuant to the exemption from registration provided in section 11-51-308.5 (the
More informationRule 506/Section 4(a)(6)/Regulation A comparison
Rule 506//Regulation A comparison Rule 506(b) offerings Solicitation: Limited marketing directly to known without general solicitation ; no internet solicitation (although online intermediaries may be
More informationCONTRIBUTION AGREEMENT of INCROWD ALABAMA FUND I, LLC
CONTRIBUTION AGREEMENT of INCROWD ALABAMA FUND I, LLC INSTRUCTIONS TO INVESTORS EACH PROSPECTIVE INVESTOR IN INCROWD ALABAMA FUND I, LLC (THE COMPANY ) SHOULD EXAMINE THE SUITABILITY OF THIS TYPE OF INVESTMENT
More informationOutline of Rule 144. Peter J. Romeo. August 2012
Outline of Rule 144 Peter J. Romeo August 2012 Hogan Lovells 2012 TABLE OF CONTENTS Page I. General... 1 II. Obligations and Liability... 2 III. Securities Subject to Rule 144... 4 IV. Persons Subject
More informationInsider Trading Policy
Purpose U.S. federal and state and Canadian provincial securities laws prohibit buying, selling, or making other transfers of securities by persons who have material information that is not generally known
More informationPRIMARY DEALER AGREEMENT REGARDING SWEDISH GOVERNMENT BONDS
PRIMARY DEALER AGREEMENT REGARDING SWEDISH GOVERNMENT BONDS 29 November 2013 [THE PRIMARY DEALER] and THE KINGDOM OF SWEDEN REPRESENTED BY RIKSGÄLDSKONTORET NOTICE: This is an unofficial translation of
More informationFOREIGN INVESTMENT IN U.S. AND U.S. SECURITIES LAWS. The other speakers in this symposium have discussed the problems of foreign
FOREIGN INVESTMENT IN U.S. AND U.S. SECURITIES LAWS INTRODUCTION The other speakers in this symposium have discussed the problems of foreign investment in the United States from the point of view of governmental
More information