PLI’s Private Placements and Hybrid Securities Offerings 2021

April 19, 2021



Cleary Gottlieb partner Nicolas Grabar participated in PLI’s Private Placements and Hybrid Securities Offerings 2021 event.

Topics discussed included:

  • Basic framework relating to exempt offerings, including Section 4(a)(2) and Regulation D
  • Changes to accredited investor definition
  • The bad actor rule and practical implications
  • Guidance from the SEC staff on “general solicitation” and “pre-existing substantive relationships”
  • Resales of restricted securities; secondary sales of securities of privately held companies and private secondary markets
  • Pre-IPO private placements and late-stage or “cross-over” private placements
  • Special considerations for broker-dealers, investment advisers, and funds engaged in exempt offerings
  • Amendments to Rule 701, enforcement matters, and other updates affecting Rule 701
  • How to structure, document, and execute a: private placement to institutional investors; PIPE transaction; Rule 144A offering; 4(a)(2) debt private placement; at-the-market offering; and confidentially marketed public offering (CMPO)

For more information, visit the event website.