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 is a nationally recognized expert in Blue Sky law and Regulation D matters. She has over 21 years of... | Read More
Ms. Fallon-Houle is a nationally recognized expert in Blue Sky law and Regulation D matters. She has over 21 years of experience as a corporate lawyer, transactional lawyer, and securities lawyer, and in acting as a business and legal advisor to business clients. Her experience includes 12 years at the large, national law firm of Katten Muchin & Zavis (Chicago office), where she acted as issuer's counsel in securities offering transactions and exemptions, public and private, for large and small clients. Industries were many and varied, and included technology, service providers, light manufacturing, and physician practices, as well as securities funds, hedge funds, commodity funds and real estate funds. In addition, she acted as the firm's national expert in Blue Sky law and Regulation D matters, both as underwriter's counsel and as issuer's counsel, in public offerings listed on NASDAQ National Market, private placements, mergers & acquisitions, employee stock plans and health care entities.
Close
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.
Close