Current issues in private placements: private public offerings

Article Abstract:

The ongoing dialogue between SEC Corporation Finance Division staff and securities attorneys provides clarifications of issues surrounding private and public offerings. As roll-up transactions become common and lines distinguishing offerings become hazy, basic issues have arisen regarding offer and sale, underwriters, integration, gun-jumping, and solicitation. Convertible securities and warrants, private formation transactions, AB exchange offers, private investment public equity transactions, limited public offerings, withdrawn and resale registrations are examples of the transactions that could be affected by the dialogues.

Analysis, Private placements (Securities)

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Current issues in private placements: private/public offerings

Article Abstract:

The SEC's interpretation of securities law regarding both private and public offerings, and the conversion of private to public securities, can lead to difficulties if not understood. Basic concepts such as integration, general solicitation, and covertibility as the SEC interprets them are presented. Illustrative situations are also included.

Stock transfer

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Current issues in private placements: private/public offerings

Article Abstract:

The SEC's interpretations of laws regarding private and public offerings integration are presented.

Going public (Securities), Initial public offerings

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