Reg A and Reg D: Evolving Securities Exemptions for Private Offerings
Navigating Regulation A+, the FAST ACT, Rule 506 (c): Recent SEC Guidance
Recording of a 90-minute premium CLE video webinar with Q&A
This CLE course will provide private equity and securities counsel with an update on the current status of Reg A and Reg D, the JOBS Act, the FAST Act, and accompanying SEC rules, including the most recent amendments to the definition of "accredited investor" and offering limits.
Outline
- Introduction to Reg A and Reg D exemptions
- Regulation A+
- Tier 1 and Tier 2
- State law preemption
- FAST Act and the private resale of securities: exemption requirements
- Rule 506(b) and 506(c): verifying "accredited investors"
- Recent SEC guidance
- Regulation A filing process and related guidance
- Integration of offerings with other exempt offerings
- Digital assets under securities laws
Benefits
The panel will review these and other key issues:
- What are the different reporting obligations in Tier 1 and Tier 2 offerings under Reg A+?
- What are the conditions imposed under the FAST Act rules to allow for private resales without registration?
- How will the recent revisions to the accredited investor definition impact Reg D offerings?
- What are the latest digital asset and cryptocurrency-related developments?
Faculty
Zachary Fallon
Partner
Latham & Watkins
Mr. Fallon, a former Senior Special Counsel at the SEC, represents clients navigating the intersection of federal... | Read More
Mr. Fallon, a former Senior Special Counsel at the SEC, represents clients navigating the intersection of federal securities laws and innovative financial technologies. He draws on extensive practical legal and regulatory experience to guide companies, investors, intermediaries, and other market participants on securities law compliance obligations and strategic considerations; cryptocurrency-related matters; financings, including smaller public offerings (e.g., Regulation A) and private venture capital and angel rounds; securities law defense in SEC and state agency investigations; emerging company issues; and general corporate matters. While at the SEC, Mr. Fallon served as Special Advisor to the SEC’s General Counsel, Attorney Advisor in the Office of the General Counsel’s General Litigation and Administrative Practice’s group, Senior Counsel in the Office of Small Business Policy in the Division of Corporation Finance, and later Senior Special Counsel to the Director of the Division of Corporation Finance. A recognized leader of the securities law bar, Mr. Fallon routinely works with and advises market participants on the implications of ongoing legislative and regulatory efforts in the financial technology sector. As part of these efforts, he frequently helps formulate policy and engages with policymakers on legislative and regulatory efforts, as well as presents as a thought leader on issues related securities laws and digital assets.
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Gary J. Ross
Managing Partner
Ross Law Group
Mr. Ross focuses his practice on securities law, venture capital and private equity, and corporate governance. He has... | Read More
Mr. Ross focuses his practice on securities law, venture capital and private equity, and corporate governance. He has extensive experience advising as to SEC-registered and exempt capital markets transactions. Before founding Ross Law Group in 2013, he worked at Sidley Austin and Alston & Bird, as well as the Department of the Treasury, where he was part of the Troubled Asset Relief Program. Mr. Ross is the host of the American Bar Association podcast VC Law, and has served as an adjunct professor at Brooklyn Law School for the past five years.
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