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JOBS Act Update: Crowdfunding and Other Private Offerings

SKU: FR1200
Total Credits
1 - 1.2
Price$50
  • Online Access
  • Smartphone
  • iPad/iPod/Tablets
  • CDs/DVDs

Description

This CLE program provides guidance on the business and compliance issues related to crowdfunding and the offering of unregistered securities through broker-dealers. Panelists provide regulatory and industry updates related to crowdfunding under Title III of the JOBS Act (Jumpstart Our Business Startups Act) and FINRA’s funding portal rules, private placements under the Securities and Exchange Commission’s (SEC’s) Regulation D, and the SEC’s amendments to Regulation A, known as “Regulation A-Plus.”

After attending this session, you will be able to:

  • Summarize the SEC’s rules governing crowdfunding under the JOBS Act.
  • Understand FINRA’s funding portal rules and application process/forms.
  • Learn tips on due diligence and risks with intermediaries.
  • Evaluate potential pitfalls in taking advantage of Regulation D and Regulation A-Plus.
  • Discuss compliance issues associated with these activities.

FINRA® is a registered trademark of the Financial Industry Regulatory Authority, Inc.

Lecturer Bios

Joseph P. Savage, Esq.

Joseph P. Savage is a Vice President and Counsel in FINRA’s Regulatory Policy Department. Mr. Savage specializes in a broad range of securities regulatory matters, including investment management, investment company, advertising and broker-dealer issues, and regularly appears at conferences regarding these issues. Prior to joining FINRA, he was an Associate Counsel with the Investment Company Institute and an attorney with the law firms of Morrison & Foerster LLP and Hunton & Williams. Mr. Savage also served as a judicial law clerk for United States District Judge John P. Vukasin of the Northern District of California. Mr. Savage holds a bachelor’s degree from the University of Virginia, a master’s degree in public policy from the University of California, Berkeley, and a J.D. from the University of California, Hastings College of the Law, where he served as Note Editor of the Hastings Law Journal.

Adam H. Arkel, Esq.

Adam H. Arkel is Associate General Counsel at the Financial Industry Regulatory Authority (FINRA). In this role, he helps develop policies and rules governing FINRA member firms, including such areas as broker-dealer financial responsibility and risk oversight, regulation of derivatives, and crowdfunding. Prior to joining FINRA, Mr. Arkel was an Associate at a large law firm in Washington, DC, where he represented firms and individuals in connection with Securities and Exchange Commission investigations and enforcement actions. Mr. Arkel completed his JD at Duke University School of Law. He completed MA and PhD degrees in political science at the University of Chicago, where his research focused on the Greater China region.

Douglas S. Ellenoff, Esq.

Douglas S. Ellenoff, a member of Ellenoff Grossman & Schole LLP since its founding in 1992, is a corporate and securities attorney with a specialty in business transactions and corporate financings. Mr. Ellenoff has represented public companies in connection with their initial public offerings, secondary public offerings, regulatory compliance as well as general corporate governance matters. During his career, he has represented numerous broker-dealers, venture capital investor groups and many corporations involved in the capital formation process. In the last several years, he has been involved at various stages in numerous registered public offerings, including more than 100 financings and, with other members of his firm, over hundreds of private placements into public companies (see PIPEs and Venture Capital), representing either the issuers of those securities or the registered broker-dealers acting as placement agent. Along with other members of his Firm, Mr. Ellenoff has been involved at various stages with over 80 registered blind pool offerings (commonly referred to as ""SPACs""; 30 of which have consummated their IPO's raising nearly $2.0 billion). In addition to our IPO experience with SPACs, he has been involved with more than 23 SPAC M&A assignments. The Firm represents nearly 60 public companies with respect to their ongoing 34 Act reporting responsibilities and general corporate matters. He also provides counsel with regard to their respective ongoing (SEC, AMEX and NASD) regulatory compliance. Mr. Ellenoff and the rest of the corporate department distinguish themselves from many other transactional lawyers on the basis of their ability to be part of the establishment of new securities programs, like PIPEs, SPACs, Registered Directs and Reverse Mergers, where the Firm's professionals have played leadership roles within each of those industries, assisting in the creation, formation and strategies relating to those financings, as well as working closely with the regulatory agencies; including the SEC and FINRA; and the listing exchanges - AMEX and NASDAQ. ""Mr. Ellenoff is routinely requested to be a panelist and presenter at investor conferences. Like the other innovative securities programs mentioned above, the Firm has taken a leadership in the emerging crowdfunding industry, which was signed into law by President Obama on April 5, 2012. In addition to regular meetings and interaction on behalf of the leading trade association which the Firm represents, (CFIRA, the Crowdfunding Intermediary Regulatory Advocates) with the SEC and FINRA in discussing the proposed rules which the SEC and FINRA must approve before crowdfunding becomes lawful in the US, the Firm has sponsored conferences, webinars and has been invited to speak at numerous events on the topic (see below). The Firm is already actively engaged with clients (funding portals, broker-dealers, technology solution providers, software developers, investors and entrepreneurs). Supplementing his practice of law, Mr. Ellenoff has always maintained an active investing profile. Mr. Ellenoff founded Wardenclyffe, an investment management business, in 1995, which is no longer in business. Wardenclyffe was the general partner of: (ii) a long/short high yield bond fund (the Wardenclyffe High Yield Fund, L.P.), (ii) a micro-cap hedge fund (Wardenclyffe Micro-Cap Fund, L.P.), which specialized in emerging growth companies and (iii) a fully invested venture capital fund (Wardenclyffe Venture Partners I, L.P.). While attending law school, Mr. Ellenoff worked for Seligman, Harris & Co., Inc., a New York Stock Exchange broker-dealer as an intern analyst of special situations. Mr. Ellenoff's ancillary business and investing activities provide him with practical experience that enables him to more effectively represent and advise his law clients. Mr. Ellenoff is admitted to practice law in the State of New York and before the United States District Court for the Southern District of New York. Mr. Ellenoff received a Juris Doctor degree from Fordham Law School and a Bachelor of Arts degree in Political Science from Vassar College.

Ryan M. Feit

Ryan M. Feit co-founded SeedInvest because he saw the need for a better way to connect entrepreneurs and investors. Prior to founding SeedInvest, Mr. Feit worked at Wellspring Capital Management and Lehman Brothers in New York City where he invested in, financed and managed dozens of private and public businesses. He was instrumental in the passage of the 2012 JOBS Act, which changed 80-year-old U.S. securities laws to make it possible for entrepreneurs to raise capital over the Internet. Since then, he has been highly involved in the implementation of the JOBS Act and frequently serves as a subject matter expert on startup investing and the JOBS Act for the Wall Street Journal, the Washington Post, CNBC, FoxBusiness, the Economist, the New York Times, Fortune Magazine and Inc. Magazine. Mr. Feit received an MBA in Entrepreneurial Management from The Wharton School of the University of Pennsylvania.



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