Reg D Rule 506 Private Offerings: Verifying Accredited Investors and Identifying "Bad Actors"
Navigating New SEC Report on Accredited Investor Definition, Exercising Bad Actor Due Diligence
Recording of a 90-minute premium CLE webinar with Q&A
This CLE course will discuss SEC rules and counsel due diligence in Reg D Rule 506 private offerings regarding the issuer's verification obligations that investors in the offering meet the definition of “accredited investors” and that people associated with issuers and intermediaries are not “bad actors.”
Outline
- Advertised private placements
- Overview of Rule 506(c) exemption
- The advertised private placement market
- How the issuer verifies that all investors are accredited
- December 2015 SEC Report on the Review of the Definition of Accredited Investor
- “Bad actor” provisions
- Events that will disqualify an issuer from using Rule 506
- Effect of previous disqualifying events
- How issuers are exercising reasonable care in complying with the bad actor provisions
- The waiver process, and selected examples of waivers
- Curing the bad actor disqualification
Benefits
The panel will review these and other key issues:
- How does the issuer verify that all investors are accredited?
- What recommendations has the SEC made regarding revisions to the accredited investor definition?
- What "bad acts" will disqualify an issuer from using Rule 506?
- What is the waiver process and how can the bad actor disqualification be cured?
Faculty
Anthony J. Zeoli
Partner
Freeborn & Peters
Mr. Zeoli is a finance and business attorney concentrating in the areas of securities/crowdfunding, banking and... | Read More
Mr. Zeoli is a finance and business attorney concentrating in the areas of securities/crowdfunding, banking and commercial finance, and real estate. He represents borrowers and lenders in secured and unsecured lending transactions, corporate reorganizations and restructuring, syndicated commercial financing transactions, and loan workouts. He is an industry leader in the area of crowdfunding, in particular with respect to real estate crowdfunding, peer-to-peer (P2P) lending, and Regulation A+ offerings. He has most recently drafted a bill to allow for an intrastate crowdfunding exemption in Illinois which was unanimously passed by the Illinois House of Representatives and the Illinois Senate.
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Vanessa J. Schoenthaler
Partner
Sugar Felsenthal Grais & Helsinger
Ms. Schoenthaler focuses her practice on corporate and securities matters with an emphasis on private and... | Read More
Ms. Schoenthaler focuses her practice on corporate and securities matters with an emphasis on private and public securities transactions, compliance and disclosure obligations and corporate governance matters. Her corporate finance experience ranges from advising investors and development stage companies in early round financings to representing issuers and intermediaries in registered and exempt offerings of equity and debt securities. She counsels foreign and domestic sponsors, private funds and investment managers with regard to formation and operation, investment adviser registration, and periodic and ongoing disclosure obligations. She also guides her clients in structuring investments, compliance with regulatory requirements (including under Section 13, Section 16 and Rule 144) and adressing insider trading issues.
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James F. Verdonik
Atty
Ward and Smith
Mr. Verdonik is leader of his firm's Securities Practice Group. His practice focuses on corporate and... | Read More
Mr. Verdonik is leader of his firm's Securities Practice Group. His practice focuses on corporate and securities law, including both transactional and counseling work. His transactional work includes public and private securities offerings, venture capital investments, mergers and acquisitions, and corporate partnership transactions on behalf of both public and private companies. He has advised companies in more than a billion dollars of capital raising transactions.
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