Private Offering Exemptions and Blue Sky Laws: Avoiding State Compliance Pitfalls
Disclosure and Filing Requirements, Financial Statements, Broker Exemptions
Recording of a 90-minute premium CLE video webinar with Q&A
This CLE course will focus on the interaction of federal securities exemptions and state "blue sky" laws. The panel will discuss the general state regulatory framework, how state blue sky laws vary, and why some states can be particularly problematic when taking advantage of Regulation D Rule 504 and other federal exemptions.
Outline
- State "blue sky" laws and NSMIA
- Covered securities
- Offerings subject to state registration and review
- Common themes and variations in state requirements
- Notice and filing requirements
- Standards of merit review (and time to review)
- Accredited Investor standards
- Disclosure requirements: required legends on offering materials
- Forms in addition to the standard Form D in exempt offerings
- Financial statements: audited vs. unaudited
- Noteworthy states
Benefits
The panel will review these and other vital issues:
- How does NSMIA define "covered securities," and what kinds of offerings are excluded from the definition?
- Which states require filings in addition to Form D, and what do they typically cover that Form D does not?
- How do standards of review vary among the states?
- Are there uniform disclosures that might satisfy all of the states?
Faculty
Nancy Fallon-Houle
Business, Corporate, M&A and Securities Lawyer
Velocity Law
Ms. Fallon-Houle handles the deal docs and legal work for Issuers raising private investor capital in seed round, angel... | Read More
Ms. Fallon-Houle handles the deal docs and legal work for Issuers raising private investor capital in seed round, angel round or next stage rounds of financing, and business entity matters. She prepares the deal docs and SEC & state securities law compliance on private capital raises. Ms. Fallon-Houle helps prepare a business for due diligence in a sale or in an investor capital raise. On the corporate law and business law side, she handles Corporate governance, Corporate “cleanup”, and general counsel-type items for businesses. Ms. Fallon-Houle writes Shareholder, Partner & LLC agreements (and liaison with the business owner’s estate planning lawyer); Contracts for the business’s customers, clients, vendors & suppliers; Adding or removing partners of a business or investment; Nondisclosures & noncompete agreements, Equity compensation for executives and key employees (from both the executive side and company side). She handles Incorporations and LLC formations, in some situations on a flat fee. Ms. Fallon-Houle focuses one of her areas of law practice on Startup businesses, and the legal complexities that can arise for them.
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Martin A. Hewitt
Special Counsel
Fried Frank Harris Shriver & Jacobson
Mr. Hewitt has many years of experience regarding state securities law (Blue Sky Law). His practice includes a deep... | Read More
Mr. Hewitt has many years of experience regarding state securities law (Blue Sky Law). His practice includes a deep understanding of compliance issues relating to the registration, or exemption from registration, of securities, broker-dealers, registered representatives of broker-dealers, investment-advisers, and investment adviser representatives. He works diligently with clients seeking to understand the complexity of the regulatory process in these substantive areas; particularly as they apply to BDC and REIT state registration. Mr. Hewitt's broker-dealer experience also includes serving as counsel with respect to all stages of broker-dealer formation. Mr. Hewitt structures documentation relating to written supervisory procedures, pre-membership interviews with FINRA, and state registration. Other areas in which Mr. Hewitt has particular knowledge include broker-dealer merger and change of control matters, and responding to inquiry letters from FINRA relating to various matters including formation and merger, FINRA corporate finance rules, as well as potential violations of FINRA, and federal, and state statutes, rules, and regulations. Mr. Hewitt is immediate past, current Vice Chair, and incoming Chair of the Committee on the State Regulation of Securities of the ABA. Additionally, he is Vice Chair of the ABA Task Force on Private Placement Brokers, and Vice Chair of the ABA Task Force on ICO Trading and Market Making.
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