Securities Law Challenges in Mergers and Acquisitions: Navigating Exemptions for Transfer or Issuance of Securities
Regulation D, Section 4(a)(2), Integration, Disclosures, and Solicitation of Target Shareholders
Recording of a 90-minute premium CLE webinar with Q&A
This CLE course will discuss securities law compliance issues attendant with M&A transactions. The program will focus on the most commonly used safe harbor for an exemption from registration under the Securities Act of 1933, Regulation D, and how to use it in an M&A transaction. The program will discuss the requirements of Regulation D, a brief introduction on integration considerations, required disclosures, and the limitations of general solicitation and advertising to target shareholders.
Outline
- Spotting Securities Law Issues in the M&A Context (not always easy!)
- Overview of US Securities Laws
- Securities Act of 1933
- Securities and Exchange Act of 1934
- General nature of securities regulation in this arena
- Choosing Registration Exemptions for Common M&A Situations
- Section 4(a)(2) private offering exemption
- Regulation D Rule 506(b), including using non-accredited investors
- General Solicitation under Regulation D Rule 506(c)
- Navigating state “blue sky” laws
- Advising clients on appropriate disclosure documentation
- M&A Advisor Regulation Due to Securities Law Consideration
- Understanding how investment bankers navigate this arena vs. business brokers to help clients avoid messy engagements
- The current state of federal law, including the SEC No Action Letter
- State law developments
Benefits
The panel will review these and other key issues:
- When is there a sale of securities in the M&A context?
- What are the required disclosures for nonaccredited investors under Rule 502 in the M&A context?
- What challenges arise in the M&A context concerning soliciting target shareholders?
Faculty
Brett A. Cenkus
Attorney
Cenkus Law
Mr. Cenkus focuses his practice on business law, and serves as a consultant to startups. He has extensive experience in... | Read More
Mr. Cenkus focuses his practice on business law, and serves as a consultant to startups. He has extensive experience in startup formations and founder issues, business finance, mergers and acquisitions, and joint ventures. He previously practiced with Skadden Arps and Andrews Kurth, and also served as general counsel for a publicly traded company. He has written on public benefits corporations, and authored the article, Corporate Law Gets Progressive – All About Benefit Corporations.
Close
Kevin L. Hicks
Principal
GenCounsel
Since 1998, Mr. Hicks has counseled executives and directors at small- and mid-size companies, including companies... | Read More
Since 1998, Mr. Hicks has counseled executives and directors at small- and mid-size companies, including companies focused on cybersecurity, data protection and pharmaceutical services. Most recently at Hexis Cyber Solutions, Inc., a startup cybersecurity company, and before that at SafeNet, Inc., a mid-size information security company, he built the internal legal function and advised in all aspects of the business, including all executive departments, intellectual property protection and development, and boards of directors.
Close