PLI’s Private Placements and Hybrid Securities Offerings 2021
April 19, 2021
Overview
Webinar
Cleary Gottlieb partner Nicolas Grabar participated in PLI’s Private Placements and Hybrid Securities Offerings 2021 event.
Topics discussed included:
Basic framework relating to exempt offerings, including Section 4(a)(2) and Regulation D
Changes to accredited investor definition
The bad actor rule and practical implications
Guidance from the SEC staff on “general solicitation” and “pre-existing substantive relationships”
Resales of restricted securities; secondary sales of securities of privately held companies and private secondary markets
Pre-IPO private placements and late-stage or “cross-over” private placements
Special considerations for broker-dealers, investment advisers, and funds engaged in exempt offerings
Amendments to Rule 701, enforcement matters, and other updates affecting Rule 701
How to structure, document, and execute a: private placement to institutional investors; PIPE transaction; Rule 144A offering; 4(a)(2) debt private placement; at-the-market offering; and confidentially marketed public offering (CMPO)
