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Interesting Reads of the Week for March 3

Some interesting legal reads for the week of March 3, 2014:

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The SEC’s Change of Heart on Private M&A Brokers

The SEC’s longstanding position has been that a broker in a private M&A deal that was structured as a stock sale needed to be registered as a broker-dealer.  This requirement did not apply in the context of a sale structured as a sale of assets, since there wasn’t any sale of securities involved, but the eventual structure of a sale is not always known at the beginning of the transaction.  And, in any event, brokers have needed to be registered to be able to handle all acquisitions, however structured.

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Interesting Reads of the Week

Some interesting legal reads for the week of February 24, 2014:

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When to Use PPMs

The Private Placement Memorandum (PPM) is the disclosure document used in private securities offerings, providing to prospective investors detailed information about the company’s business plan, terms of the offering, risk factors, management, financial history and/or projections, etc., to enable the investors to make an informed decision on whether to participate in the offering.  For Regulation D offerings, Rule 502 requires that a PPM be provided to any non-accredited investor and goes on to recommend that the same PPM also be provided to the accredited investors.  Therefore, in an offering that is made solely to accredited investors, as is often the case, a PPM is not required.  So the question is whether, in such cases, a PPM should nevertheless be prepared and provided.

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Interesting Reads of the Week

Some interesting legal reads for the week of February 17, 2014:

  • The Wall Street Journal on state-level LLC formation fees, including a discussion of New York’s publication requirement, which would be scaled back under a pending bill.
  • DealBook on what it terms the “Stealth I.P.O.” – while not inaccurate, the article paints the JOBS Act process for confidentially submitting S-1 registration statements for smaller IPOs as somehow enabling companies to withhold information from investors, though as the article goes on to note, there is a mandatory 21-day period during which the information can be reviewed and digested.

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Avoiding “BCC” Email Blunders

High up on the list of causes of avoidable email mistakes relate to use of the “BCC” field in emails, i.e., where the recipient receives a blind copy of the email that is not apparent to those who are receiving it in the “To” or “CC” fields. …

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Interesting Reads of the Week

Some interesting legal reads for the week of February 10, 2014:

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Interesting Reads of the Week

Some interesting legal reads for the week of February 3, 2014:

  • The SEC issued transitional guidance for Rule 506 offerings commenced before the effective date of the new rules permitting general solicitation.  Here is a summary from Securities News Watch.

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Developments in Form Agreements

My clients are often under the impression that I have at the ready a library of forms such that drafting an agreement for a particular deal is pretty much a matter of filling in the client’s name and the date of the agreement.  In reality, while in most cases the drafting of an agreement means using one or more existing agreements or forms as a starting point, there is usually too much factual variation between different deals to avoid having to engage in some active, brain-taxing drafting.

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Interesting Reads of the Week

Starting now, I’m introducing a new (hopefully weekly) feature of this blog, where I provide a few links to some outside articles and blog posts that I found interesting.  Here goes:

  • Announcements of acquisitions of public companies lead to near-automatic shareholder lawsuits.
  • An account of (apparently) the first Regulation D offering using general solicitation under the new rules.
  • The SEC issued a report mandated by the JOBS Act on disclosure requirements under Regulation S-K, which applies to public company filings under the Securities Act of 1933 and Securities Exchange Act of 1934.
  • A useful reminder that Form Ds, the form filed to report private offerings conducted under Regulation D, are publicly available when filed with the SEC.

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