Attention:

Resales of Restricted Securities


Level: Advanced
Runtime: 92 minutes
Recorded Date: February 26, 2021
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Agenda

  • Securities Law Resales Introduction
  • Sources of Restricted Securities
  • Resales under Rule 144
  • Other Resale Exemptions
  • Resales of Securities in Privately Held Companies
  • The Role of Intermediaries
  • Blue Sky Considerations
  • Q & A
Runtime: 1 hour, 32 minutes
Recorded: February 25, 2021

Description

This CLE webinar will examine the existing regulatory framework around "restricted securities," and the avenues available for their sale, including the Rule 144 safe harbor and other exemptions. The program will address the role of intermediaries in facilitating these transactions and interesting issues involving resales of shares in pre-IPO "unicorn" companies.

The panel will also discuss the contractual restrictions that issuers often place on the transfer of restricted securities and opinion considerations.

This program was recorded on February 26th, 2021.

Provided By

American Bar Association

Panelists

Gary J. Ross

Managing Partner
Ross Law Group, PLLC

Gary J. Ross focuses his practice on securities law, venture capital and private equity, corporate governance, and general corporate matters. Gary represents investment funds and private companies at all stages, as well as investors in each. He has extensive experience structuring investments (including cross-border investments) and advising as to SEC-registered and exempt capital markets transactions, including initial public offerings of common and preferred equity, debt, convertible notes, and digital assets. Gary also regularly counsels registered and exempt investment advisers as to regulatory and compliance issues. His experience includes expert witness engagements in commercial litigation matters.

Prior to founding RLG predecessor firm Jackson Ross PLLC in 2013, Gary worked in the Capital Markets and Corporate Transactions & Securities practice groups at Sidley Austin LLP and Alston & Bird LLP, respectively. From 2009 to 2012, Gary served in the U.S. Department of the Treasury, where he oversaw contractors and financial agents engaged by Treasury to provide asset management, advisory, and other services relating to the Troubled Asset Relief Program (TARP).

Gary is an adjunct professor at Brooklyn Law School, has lectured at institutions such as the World Bank and schools such as Northwestern University School of Law, Columbia University School of International and Public Affairs, Fordham University School of Law, Penn State Dickinson Law and The New School, teaches Continuing Legal Education programs on securities law and startup financing, and is a frequent speaker on ethics for lawyers. He has been quoted in articles in MarketWatch, Corporate Counsel, Bloomberg Businessweek, The New York Times and the Associated Press.

In addition to his RLG and teaching duties, Gary is a consultant (Senior Legal Counsel) to the World Bank. Gary advises the World Bank as to legal issues regarding venture capital, generally involving proposed legislation or plans for VC-type projects in developing countries.

Gary is active in the Business Law Section of the American Bar Association, and has participated in the drafting for several of the ABA’s comment letters to various SEC proposed rules or requests for comments, primarily relating to exempt offerings.

Prior to attending law school, Gary waited tables & bartended for five years, and then spent two years as a social worker with the Tennessee Department of Human Services.

Gary is admitted to the bars of New York, the District of Columbia, and Georgia.

Gary is an avid runner and appears to have turned his wife into a runner as well.

Linda Lerner

Partner
Holloran Farkas & Kittila, LLP

Linda Lerner is a partner and the head of Halloran Farkas + Kittila’s New York office. Linda is widely recognized for her deep expertise in the regulation of financial markets and their participants. She works with clients seeking to offer innovative products and services, and assists in gaining regulatory approval for them.

Linda devotes much of her practice to the regulation of security tokens and is widely sought out for her experience in obtaining approval for brokerage firms to offer and trade these securities and to establish platforms for their trading. She works closely with SEC and FINRA senior staff to resolve challenging issues in the digital security space, including noncustodial solutions, stablecoins and offering and selling other digital assets. Linda is the founding chair of the American Bar Association Task Force on Offering and Trading Tokenized Securities and frequently writes and lectures on digital assets. Linda works closely with firms as they develop digital asset strategies, and then works just as closely with regulators to ensure that those strategies can be implemented.

Linda also focuses on the so-called “finder” issue and co-authored the M&A Brokers No-Action Letter Request to the SEC. She serves as Chair of the ABA Task Force on Private Placement Brokers, assists unregistered finders to operate within the law, and interacts frequently with regulatory and federal legislative staff to obtain additional relief for intermediaries who facilitate capital raising.

More generally, Linda advises broker-dealers and investment advisors on federal and state regulation of their activities.

Linda co-authors the Bloomberg BNA Portfolio “Broker-Dealer Registration: Demystifying the Process.” Her clients have included a broad range of institutions, from serving as in-house General Counsel for a brokerage firm seeking to operate one of the first electronic trading platforms to outside counsel for global financial institutions and startups. She helps her clients launch innovative trading systems for equities, fixed income, fiat and cryptocurrency, derivatives and other instruments. Linda also helps fintech firms develop product and market strategies and assists them to meet with regulators to become preferred providers of services.

Linda has served on a number of Nasdaq and FINRA committees focused on, among other things, trade disputes, electronic trading and trade reporting.

Jay H. Knight

Member
Bass, Berry & Sims, PLC

Jay Knight is head of the firm’s Capital Markets Subgroup. His practice focuses on securities offerings, mergers and acquisitions, real estate capital markets, structured finance, and the general representation of public companies and underwriters. Since his return to private practice in 2012 after having served five years in the Securities and Exchange Commission’s (SEC) Division of Corporation Finance, Jay has represented both issuers and underwriters in connection with initial public offerings (IPOs), follow-on and secondary offerings, at-the-market (ATM) programs, tender offers, SPACs, de-SPACs, and mergers and acquisitions, involving companies in a wide range of industries, including healthcare, real estate (REITs), retail, life sciences, defense and restaurant, among others. During this time, he has also led a team that has served as counsel on more than 100 structured finance transactions with collateral valued in excess of $100 billion.

Jay is nationally recognized in the securities bar and currently serves as the chair-elect of the American Bar Association’s Federal Regulation of Securities Committee with approximately 2,500 members. He previously served as chair of its Annual Review of Securities Law Subcommittee. Jay has also been interviewed, published or quoted by numerous national news outlets on securities issues, including by The Wall Street Journal, The New York Times, American Banker, The Corporate Executive, Law360, CFO.com and others.

Prior to joining Bass Berry & Sims, Jay served in several positions in the Division of Corporation Finance at the SEC over a period of approximately five years, most recently serving as Special Counsel in the Office of Structured Finance and as a member of the Dodd- Frank Implementation Team. As Special Counsel in the Office of Structured Finance, Jay led a team of attorneys, economists and accountants charged with implementing an inter-agency joint rulemaking project under Section 941 of the Dodd-Frank Act with the federal banking agencies, FHFA and HUD (i.e., the risk retention rule.) He also contributed to a number of other rulemaking projects, including the rules that would revise the disclosure, reporting and offering process for asset-backed securities (known as Reg AB 2).

Also while at the SEC, Jay served as an attorneyadviser in Disclosure Operations in the Division of Corporation Finance where he reviewed public company filings for compliance with federal securities laws and regulations and communicated with issuers and their counsel to identify and resolve complex disclosure issues. He also gained experience in shareholder proposals as a result of twice being selected a member of the Shareholder Proposals Task Force. Prior to joining the SEC in 2007, Jay was a corporate and securities attorney at a law firm in Cincinnati, Ohio.

In 2010, Jay served as an adjunct professor at George Mason School of Law and co-taught Securities Regulation and Law with Broc Romanek, Editor, thecorporatecounsel.net.

C. Alex Bahn

Partner
Hogan Lovells

Clients regularly turn to Alex Bahn as a trusted advisor on sensitive and complex securities, governance, and corporate matters. Alex guides clients through the increasingly complex set of regulations and other considerations facing companies and their investors, such as SEC disclosure, Section 16 reporting and short-swing liability avoidance, and insider trading compliance.

He also helps clients understand annual meeting and proxy-related issues (including shareholder proposals, investor communications, and proxy advisor recommendations), stock exchange listing standards, and general compliance with securities laws and regulations. Alex has also represented issuers and underwriters in numerous debt and equity offerings.

Alex serves as regular corporate and securities counsel to numerous NYSE and NASDAQ-listed companies and investment entities and is active in professional organizations, including serving as Vice-Chair of the ABA's Subcommittee on Employee Benefits, Executive Compensation and Section 16.


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