Structuring Best Efforts Offerings and Closings Under Rule 10b-9

Topics in the outline include:

• History of Rule 10b-9 and Rule l5c2-4
• Application of Rules 10b-9 and 15c2-4 in Practice
• Purchases by the General Partner or Affiliates
• Discretionary Purchases of Unsold Units
• Loans or other commitments by the sponsor
• Changes in Offering Terms
• Changes in Offering Terms
• What Sales May Be Counted; "Last Day Sales"
• Discount Purchases
• Refunds
• Purchases by Affiliates of the Issuer or Others Interested in the Success of the Offering; the "Corroboration Theory"
• FINRA and NYSE Enforcement and SEC Comment Letters
• Special Issues Involving Crowdfunding
• Drafting the Private Placement Memorandum to Lessen Risk of 10b-9 Liability

Download: Regulation D Offerings and Private Placements and Structuring Best Efforts Offerings and Closings Under Rule 10b-9