Regulation D Offerings and Private Placements

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American Law Institute CONTINUING LEGAL EDUCATION S E E I N S I D E F O R D E TA I L S 35 TH ANNUAL ADVANCED COURSE and LIVE VIDEO WEBCAST Regulation D Offerings and Private Placements THURSDAY -

1 American Law Institute CONTINUING LEGAL EDUCATION S E E I N S I D E F O R D E TA I L S 35 TH ANNUAL ADVANCED COURSE and LIVE VIDEO WEBCAST Regulation D Offerings and Private Placements THURSDAY - SATURDAY MARCH 16-18, 2017 SCOTTSDALE, ARIZONA SCOTTSDALE MARRIOTT AT McDOWELL MOUNTAINS REGISTER ONLINE w w w. a l i - c l e. o rg / C Y CLE-NEWS [ ] C L E C R E D I T H O U R S, INCLUDING 1.0 H O U R O F E T H I C S 16.5 C P E C R E D I T H O U R S IN BUSINESS LAW

2 Planning Chairs (also on faculty) Alan J. Berkeley K&L Gates LLP Robert B. Robbins Pillsbury Winthrop Shaw Pittman LLP Faculty Sebastian Gomez Abero Chief, Office of Small Business Policy, Division of Corporation Finance, U.S. Securities and Exchange Commission Faith L. Anderson Chief of Registration and Regulatory Affairs, Washington State Department of Financial Institutions, Securities Division Martin P. Dunn Morrison & Foerster LLP; former Deputy Director, Division of Corporation Finance, U.S. Securities and Exchange Commission Kimberly V. Mann Pillsbury Winthrop Shaw Pittman LLP David B.H. Martin Covington & Burling LLP; former Director, Division of Corporation Finance, U.S. Securities and Exchange Commission Joseph E. Price Senior Vice President of Corporate Financing and Advertising Regulation, Financial Industry Regulatory Authority, Inc., (FINRA). Andrea L. Seidt Commissioner, Ohio Department of Commerce, Division of Securities Wayne G. Souza General Counsel and Executive Vice President, Law, Walton Global Holdings, Ltd. Annemarie Tierney Vice President, Head of Strategy and New Markets, NASDAQ Private Market ALI CLE Staff: Robert Rushton "The best faculty, course materials, and presentation among all CLE courses I have attended. This is my third time at this course, and it's worthwhile each time."

3 PROGRAM For additional program details, please visit ALL TIMES PACIFIC March 16, :00 AM Registration and Continental Breakfast 8:55 AM Welcome and Announcements ALI CLE Staff VIDEO WEBCAST SEGMENT A 9:00 AM Overview and Approach to the Program 9:10 AM Conceptual, Statutory, and Regulatory Background and Structure 10:00 AM Networking and Refreshment Break 10:15 AM Regulation D: Update on Continuing Concerns Manner of Sale (506(b) v. 506(c)) Defining and Verifying Accredited Investors Bad Person Disqualifications Pre-Offering and Parallel Marketing Road Shows and Investment Seminars Private Placement Publicity Mandatory v. Judgmental Materiality and Disclosure Section 12(g) Mechanics Finders 11:45 AM Questions and Answers 12:00 PM Lunch with Faculty and Registrants (provided by ALI CLE) VIDEO WEBCAST SEGMENT B 1:30 PM Integration of Exempt and Other Offerings 2:00 PM Regulatory Menu Regulation Crowdfunding 2:30 PM Regulatory Menu Regulation A+ Delayed and Continuous Offerings 3:00 PM Networking and Refreshment Break 3:15 PM Regulatory Menu State Crowdfunding Intrastate/Regional Offerings Expanded Rule 504 and the Death of Rule 505 3:45 PM Regulatory Menu Regulation S 4:00 PM Regulatory Menu Rule 701 4:30 PM Questions and Answers 5:00 PM Adjournment for the Day

March 17, 2017 8:30 AM Continental Breakfast and Networking Session VIDEO WEBCAST SEGMENT C 9:00 AM Regulatory Compliance: Requirements and Issues Presented by Evolving Regulatory Menu State (Blue

4 March 17, :30 AM Continental Breakfast and Networking Session VIDEO WEBCAST SEGMENT C 9:00 AM Regulatory Compliance: Requirements and Issues Presented by Evolving Regulatory Menu State (Blue Sky) Concerns and Enforcement Initiatives Finders and Special Purpose Brokers FINRA Requirements and Enforcement Initiatives SAFE (Simple Agreement for Future Equity) Offerings 10:15 AM Networking and Refreshment Break 10:30 AM Private Offerings by Serial Syndicators and Investment Funds 11:15 AM Resales of Restricted Securities Rules 144 and 144A Secondary Trading Resales and Markets for Crowdfunded and Regulation A+ Securities Section 4(1½) International Markets and Offshore Resales VIDEO WEBCAST SEGMENT D 1:30 PM Special Topics Closing Responsibilities Contingency Offerings Rescission Offers Private Offerings in M&A Transactions 2:30 PM Networking and Refreshment Break 2:45 PM Ethical Dilemmas and Cautionary Tales Civil Liability Developments Diligence Responsibilities in Different Offerings EB-5 Offerings Legal Opinions 3:45 PM Other Online Offerings Angel List and Funders Club Peer-to-Peer Lending Real Estate Syndications Definitional Questions 4:30 PM Questions and Answers 5:00 PM Adjournment for the Day 12:00 PM Lunch Break (on your own) Great material; course was right on point on topics, questions, and issues surrounding private placements and Regulation D. Can t imagine a course with better information for my day-to-day practice.

5 March 18, :00 AM Continental Breakfast and Networking Session VIDEO WEBCAST SEGMENT E 8:45 AM Potpourri: Private Placements, Regulation D, and Exempt Offerings FAQs Informal Disclosure and Forward Looking Statements State of the Department of Labor s Fiduciary Rule and Its Effect on the Industry, Offerings, and Financial Intermediaries Structuring Legal Fees Timing Considerations Offshore Resales Disclosure Practice in All-Accredited Offerings Free or Incentive Shares Commentary on Developments and Anticipated Issues Regulatory and Enforcement Agendas Questions and Answers WHO SHOULD ATTEND This program is designed for securities and in-house lawyers who provide advice on capital raising and private placements. It will also benefit compliance officers and other principals of financial firms, as well as entrepreneurs, angel financiers/investors, venture capitalists, business finders, and bankers engaging in private placements and raising capital. 11:00 AM Adjournment CLE CREDIT HOURS, INCLUDING 1.0 HOUR OF ETHICS 16.5 CPE CREDIT HOURS IN BUSINESS LAW REGISTER ONLINE CLE-NEWS [ ]

6 1) Register by January 12 and SAVE $300. Enter coupon code CY012EB3 at checkout. 2) Register by February 2 and SAVE $200. Enter coupon code CY012EB2 at checkout. 3) Have two or more who want to attend from the same organization? The first attendee pays full price, and all additional attendees from the same organization come at HALF PRICE! Call CLE-NEWS ( ) or register online using the group registration option. *Discounts are for new in-person registrations only and may not be combined. ADDITIONAL INFORMATION HOTEL ACCOMMODATIONS A limited block of rooms has been reserved at the Scottsdale Marriott at McDowell Mountains. Room rate: $264 per night, single or double occupancy. These rooms will be held as a block, unless exhausted, until February 22, 2017, at which time they will be released to the general public. Registrants must make their own hotel reservations and indicate that they are attending the American Law Institute CLE Regulation D Offerings Course to qualify for rooms in the block. Room reservations may be made by calling the Scottsdale Marriott at McDowell Mountains, North Perimeter Drive, Scottsdale, Arizona 85260; phone (480) , or book online at Confirmations will be sent by the hotel. Please read the cancellation policy carefully. STUDY MATERIALS Going green in 2017! Course materials will be available in electronic format for download the week before and during the course. Print materials will not be distributed. All registrants are advised to bring laptops or tablets to the course to view the course materials, including updates. Go to for more info about: Registration/cancellation/requirements for persons with disabilities/scholarships NETWORKING OPPORTUNITIES Networking is an important reason to attend this and every other ALI CLE in-person course. Registrants for last year's presentation of this course came from 36 states! MANDATORY CLE AND CPE CREDIT Virtually all ALI CLE programs receive CLE credit in AK, AL, AR, AZ, CA, CO, CT, DE, FL, GA, HI, IA, IL, IN, KS, KY, ME, MN, MO, MS, MT, NC, ND, NE, NH, NJ, NM, NV, NY, OH, OK, OR, PA, PR, SC, TN, TX, UT, VA, VI, VT, WA, WI, WV, and WY. Upon request, ALI CLE will apply for CLE credit in ID, LA, and RI. This course is expected to qualify for credits, including 1.0 ethics credit, in 60-minute MCLE jurisdictions; and for 16.6 credits, including 1.2 ethics credits, in 50-minute MCLE jurisdictions. In NY, the in-person course is appropriate for both newly admitted and experienced attorneys. For specific information on CLE, CPE, or other professional accreditation in your state, please the MCLE Team at TeamMCLE@ali-cle.org, go to org/mcle, or call CLE-NEWS ( ). NASBA ALI CLE is registered with the National Association of State Boards of Accountancy (NASBA) as a sponsor of continuing professional education on the National Registry of CPE Sponsors. State boards of accountancy have final authority on the acceptance of individual courses for CPE credit. Complaints regarding registered sponsors may be addressed to the National Registry of CPE Sponsors through its website: For more information regarding ALI CLE s administrative policies, such as complaint and refund, please call Customer Service at (800) CLE-NEWS. CPE credit hours for this course: 16.5 in Business (group-live and group-internet based programs). Educational Objectives: Maintenance of professional competence as a practitioner; provision of information on recent legal developments; development of proficiency in performance of intricate and complex legal tasks within a narrow area Suggested Prerequisite: Some experience in legal practice in subject matter. Level of Instruction: Advanced.

7 RE GUL ATIO N D O F F ERINGS A ND PR IVATE PL ACEMENTS Reverberations from the momentous changes to Regulation D and exempt offerings are being felt throughout the financial industry as companies race forward with creative new models of financing. Enthusiasm for the Reg A+ and federal crowdfunding regulations has brought with it not only new and diverse ways for raising capital, but also a new set of concerns for companies, funds, and financial intermediaries. Modernized intrastate offering rules and the expansion of Rule 504 likewise add to the menu of financing alternatives that counsel must understand and consider in appropriate circumstances. This advanced annual program will equip you to advise your clients on the profound issues in today s private placement marketplace. Our distinguished faculty including current and former SEC, state, and FINRA regulators, experienced practitioners, and industry participants share insights as they analyze the SEC rules and how market practice has responded, review current pertinent federal and state laws and regulations, and examine such timely topics as: Rule 506 (c) as a tool to use general solicitation to raise money from qualified investors Federal crowdfunding exemptions for startups and small businesses Reg A+ as an alternative to private placements Expanded Rule 504 and the new feasibility of intrastate and regional offerings Best practices for the integration of exempt and other offerings Redefining the accredited investor Marketing of private equity funds through pre-offerings, seminars, parallel marketing and private placement publicity Requirements for delayed and continuous offerings Ethical issues and pitfalls involving EB-5 offerings Internet-based capital formations; portals and broker-dealers Register today! Join us in Scottsdale for a definitive review, a sophisticated perspective, and a practical understanding of the developments and concerns of those undertaking private placement offerings today. REGISTER ONLINE w w w. a l i - c l e. o rg / C Y CLE-NEWS [ ] C L E C R E D I T H O U R S, INCLUDING 1.0 H O U R O F E T H I C S 16.5 C P E C R E D I T H O U R S IN BUSINESS LAW

8 1-800-CLE-NEWS [ ] w w w. a l i - c l e. o rg / C Y F O R M O R E I N F O R M AT I O N OR TO R E G I S T E R O N L I N E "Excellent program led by lawyers who have lived the rollercoaster of regulations on sales of securities. Very informative!" REGISTER BY 1/12/17 ENTER COUPON CODE C Y012EB3 AT CHECKOUT REGISTER BY 2/2/17 ENTER COUPON CODE C Y012EB2 AT CHECKOUT FOR EACH ADDITIONAL REGISTRANT, $1,799 FOR FIRST REGISTANT $1,799 $1,499 $1,599 ONLY $900 $1,399 EARLY BIRD RATE EARLY BIRD RATE GROUP RATE WEBCAST RATE NONPROFIT ORG U.S. Postage PAID ALI CLE *Discounts valid on new registrations for in-person course only; may not be combined with other discounts. ALI CLE makes a limited number of full and partial scholarships available; for more information go to ali-cle.org/cy012 and click on Scholarships. American Law Institute Continuing Legal Education 4025 Chestnut Street, Philadelphia, PA STANDARD RATE This annual must-attend conference delivers the latest information on today s private placements and capital rising models. MARCH 16-18, 2017 SCOTTSDALE, ARIZONA SCOTTSDALE MARRIOTT AT McDOWELL MOUNTAINS AND LIVE VIDEO WEBCAST Regulation D Offerings and Private Placements

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