By the end of this year, the SEC is poised to adopt significant changes to rules governing the capital formation process. Although intended to benefit smaller issuers, the scope of these changes will shape capital-raising decisions by companies of all sizes whether public or private. This webinar archive examines the critical components of the rules and the potential impact to current practices.

Will the new SEC proposed rules cause a greater shift to public shelf offerings or private sales of securities? How may the proposed rules impact a company’s determination to go public or private? Where does the SEC stand on the expanding notion of an “accredited investor” in companies and funds? This panel examines these questions and addresses other issues important to issuers, investors, financial institutions, and compliance personnel.

The evolving ability to place securities publicly:

• Emergence of the smaller company Form S-3 shelf offering
• Calculating the 20% shelf limit
• Eligibility standards and considerations
• Role of bankers in successfully issuing securities
• Interaction with Securities Offering Reform

The changing standards to offer securities privately:

• The new "large accredited investor"
• Revised definitions of accredited investor
• Shorter safe harbor periods
• Choice of private vs. public offering
• Electronic and expanded Reg D filings

The liberalizing framework to transfer securities for resale:

• Shorter holding periods for Rule 144 stock
• Less burdensome manner of sale standards
• Interaction with offshore sales under Regulation S
• Impact upon pricing and discounts
• Codification of key staff interpretation

David Mittelman
Reed Smith

Curtis Mo
WilmerHale

Thomas Yang
Banc of America Securities

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