Securities Law: An Overview (Series: Securities Law Made Simple (Not Really))

2. Copyright © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™ Receive our free weekly newsletter at www.financialpoise.com/subscribe Practical and entertaining education for attorneys, accountants, business owners and executives, and investors. 2

3. Copyright © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™ Receive our free weekly newsletter at www.financialpoise.com/subscribe DISCLAIMER The material in this webinar is for informational purposes only. It should not be considered legal, financial or other professional advice. You should consult with an attorney or other appropriate professional to determine what may be best for your individual needs. While Financial Poise™ takes reasonable steps to ensure the information it publishes is accurate, Financial Poise™ makes no guaranty in this regard. 3

4. Copyright © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™ Receive our free weekly newsletter at www.financialpoise.com/subscribe MEET THE FACULTY Moderator: Vanessa Schoenthaler – Sugar Felsenthal Grais & Helsinger Panelists: Michael Gold – Saul Ewing Arnstein & Lehr LLP Alissa Parisi – K & L Gates LLP Robert Rapp –Case Western Reserve University, School of Law 4

5. Copyright © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™ Receive our free weekly newsletter at www.financialpoise.com/subscribe ABOUT THIS WEBINAR: Securities Law : An Overview Stocks and bonds are easily recognizable as securities, but did you know that promissory notes may also be securities? So can certain joint venture interests and many other types of investment contracts. Then there are cryptocurrency altcoins, which are sometimes securities and sometimes not. How do you identify a security? What are some of the requirements related to offering and selling securities? How do they differ between private and public companies? What happens if you fail to Comply with securities laws? How has legislation like the JOBS Act and the FAST Act changed the way in which companies offer and sell their securities? In this webinar our expert panel provides you with a high-level overview of the federal securities laws as well as tangible examples and practical advice in answer to these and many more questions. 5

6. Copyright © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™ Receive our free weekly newsletter at www.financialpoise.com/subscribe ABOUT THIS SERIES: Securities Law Made Simple (Not Really) The federal securities laws, made up of a interwoven collection of Congressional statutes, rules and regulations promulgated by the Securities and Exchange Commission and federal judicial precedent, play a ubiquitous role throughout a company’s life-cycle, relevant from the first issuance of founder shares at organization, to the use of equity compensation to reward and incentivize directors, employees and consultants, to offerings of equity and debt in corporate finance transactions, to initial, secondary and alternative public offerings, in mergers and acquisitions, strategic transactions and beyond. This webinar series of leading securities law experts discusses both the fundamentals of the federal securities laws and the latest developments in this ever-evolving area of law. 6

7. Copyright © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™ Receive our free weekly newsletter at www.financialpoise.com/subscribe EPISODES IN THIS SERIES 2/20/19 Episode #1: Securities Law : An Overview 3/27/19 Episode #2: Private Offering Exemptions and Private Placements 4/24/19 Episode #3: Public Company Reporting 7 Dates shown are premiere dates. All webinars will be available On Demand approximately 4 weeks after they premiere.

9. Copyright © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™ Receive our free weekly newsletter at www.financialpoise.com/subscribe BACKGROUND ON SECURITIES LAW ⚫ The regulation of securities in the United States is governed by both state and federal legislation. ✓ Sometimes the federal laws preempt state laws. ✓ Sometimes you need to comply with certain aspects of both. ⚫ The first federal securities laws were enacted as part of President Roosevelt’s New Deal legislation following the 1929 stock market crash (the market lost a staggering 89% of its value) and an investigation into stock market manipulation. ✓ Before the federal securities laws were enacted, beginning around 1911, most of the states had enacted their own securities laws.

10. Copyright © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™ Receive our free weekly newsletter at www.financialpoise.com/subscribe WHAT IS A SECURITY? ⚫ The term “security” is defined in §2(a)(1) of the Securities Act and §3(a)(10) of the Exchange Act in virtually the same way: ✓ “[A]ny note, stock, treasury stock, security future, bond, debenture, evidence of indebtedness, certificate of interest or participation in any profit-sharing agreement, collateral-trust certificate, preorganization certificate or subscription, transferable share, investment contract, voting-trust certificate, certificate of deposit for a security, fractional undivided interest in oil, gas, or other mineral rights, any put, call, straddle, option, or privilege on any security, certificate of deposit, or group or index of securities (including any interest therein or based on the value thereof), or any put, call, straddle, option, or privilege entered into on a national securities exchange relating to foreign currency, or, in general, any interest or instrument commonly known as a “security”, or any certificate of interest or participation in, temporary or interim certificate for, receipt for, guarantee of, or warrant or right to subscribe to or purchase, any of the foregoing.” Sec. 2(a) Securities Act of 1933.

11. Copyright © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™ Receive our free weekly newsletter at www.financialpoise.com/subscribe WHAT IS A SECURITY? (cont'd) ⚫ On the federal level, the definition of a “security” is covered by the Securities Act of 1933. ⚫ It includes obvious things like “stocks” and “bonds”. ⚫ It also includes not so obvious things that may require interpretation like “evidence of indebtedness” and “investment contracts” ✓ This often leads to questions like is a promissory note a security? ✓ And what exactly is as an investment contract?

12. Copyright © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™ Receive our free weekly newsletter at www.financialpoise.com/subscribe WHAT IS A SECURITY? (cont'd) ⚫ In the case of promissory notes: there are certain types of notes that are exempt or have been found by the courts not fall within the definition of a security, for example: ✓ Notes with a maturity of nine months or less; ✓ Notes secured by a mortgage; ✓ Notes secured by a lien on a business’ assets; or ✓ Notes evidencing a loan by a commercial bank for current operations.

13. Copyright © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™ Receive our free weekly newsletter at www.financialpoise.com/subscribe WHAT IS A SECURITY? (cont'd) If a promissory note is not among those types of notes which are excluded from the definition of a security then there is a four-factor test that’s used to analyze whether the note should be considered a security. SHOULD A NOTE BE CONSIDERED A SECURITY? FOUR FACTOR TEST: 1. Motivation: ⚫ Is the seller’s purpose is to raise money for the general business use or to finance substantial investments? ⚫ Is the buyer interested primarily in the profit the note is expected to generate, including interest?

14. Copyright © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™ Receive our free weekly newsletter at www.financialpoise.com/subscribe WHAT IS A SECURITY? (cont'd) 2. Plan of Distribution: ⚫ Does it resemble the plan of distribution of a security? 3. Reasonable Expectations: ⚫ Would the investing public reasonably expect that the note is a security? 4. Regulatory Scheme: ⚫ Is there a regulatory scheme that protects the investor other than the securities laws (e.g., Federal Deposit Insurance)?

15. Copyright © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™ Receive our free weekly newsletter at www.financialpoise.com/subscribe WHAT IS A SECURITY? (cont'd) ⚫ There is also a four-factor test that’s used to analyze whether a contract is an investment contract articulated in SEC v. W.J. Howey Co., 328 U.S. 293 (1946): ✓ Invest Money ✓ Common Enterprise ✓ Expectation of Profits ✓ Substantially from the Efforts of Others

16. Copyright © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™ Receive our free weekly newsletter at www.financialpoise.com/subscribe WHAT IS A SECURITY? (cont'd) ⚫ Remember, securities are regulated on both the federal and state levels. ✓ There are a number of states, California being the largest, that use a slightly different test to analyze whether something is a security, so it is possible that while you may not have a security for purposes of the federal securities laws, it might have one for purposes of the state securities laws ⚫ So if you’re offering and selling an instrument that might fall within the definition of a security you need to either register it or there must be an exemption from registration available.

17. Copyright © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™ Receive our free weekly newsletter at www.financialpoise.com/subscribe WHICH LAWS GOVERN THE OFFER AND SALE OF SECURITIES? ⚫ Federal and state laws, rules, regulations and common law. ⚫ The first federal securities laws were enacted following the 1929 stock market crash. ⚫ The Securities Act regulates offers and sales of securities, generally requiring all securities either be registered or exempt from registration before being offered and sold. ⚫ The Exchange Act created the SEC and regulates an issuer’s information disclosure requirements, as well as things like securities exchanges, trading platforms and intermediaries like broker-dealers.

18. Copyright © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™ Receive our free weekly newsletter at www.financialpoise.com/subscribe WHO IS RESPONSIBLE FOR ADMINISTERING & ENFORCING THE SECURITIES LAWS? ⚫ The SEC is the agency primarily responsible for administering the federal securities laws. ⚫ The SEC has an Enforcement Division responsible for prosecuting civil violations of the federal securities laws.

19. Copyright © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™ Receive our free weekly newsletter at www.financialpoise.com/subscribe WHO IS RESPONSIBLE FOR ADMINISTERING & ENFORCING THE SECURITIES LAWS? (cont'd) ⚫ The DOJ US Attorney’s Office is responsible for prosecuting criminal violations of the federal securities laws. ⚫ Each state also has a regulatory body responsible for administrating and enforcing that state’s securities laws.

20. Copyright © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™ Receive our free weekly newsletter at www.financialpoise.com/subscribe WHAT DOES THE REGISTRATION PROCESS ENTAIL? ✓ The most commonly-known registration process is the initial public offering (IPO), although there are many different types of registration requirements. ✓ Registering securities for sale in an IPO entails: ✓ Preparing a registration statement and filing it with the SEC. ✓ Undergoing a comment and review process. ✓ Simultaneously applying for an exchange listing.

21. Copyright © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™ Receive our free weekly newsletter at www.financialpoise.com/subscribe WHAT DOES THE REGISTRATION PROCESS ENTAIL? (cont’d) ⚫ Once an IPO registration statement has been declared effective by the SEC, there are ongoing disclosure and reporting requirements under the Exchange Act.

22. Copyright © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™ Receive our free weekly newsletter at www.financialpoise.com/subscribe WHAT ARE SOME OF THE AVAILABLE EXEMPTIONS FROM REGISTRATION? ⚫ Most federal exemptions from registration requirements fall into two categories: ✓ Exempt securities ✓ Exempt transactions

23. Copyright © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™ Receive our free weekly newsletter at www.financialpoise.com/subscribe WHAT ARE SOME OF THE AVAILABLE EXEMPTIONS FROM REGISTRATION? (cont’d) ⚫ State-level registration requirements may apply, unless preempted by federal law: ✓ NSMIA – National Markets Securities Improvement Act – preempts state law for many, but not all, federally-exempt transactions ✓ Watch out for state (“blue sky”) requirements in private placements not covered by NSMIA. ✓ State anti-fraud statutes and notice requirements still applicable, despite preemption.

24. Copyright © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™ Receive our free weekly newsletter at www.financialpoise.com/subscribe WHAT ARE SOME OF THE AVAILABLE EXEMPTIONS FROM REGISTRATION? (cont’d) ⚫ Federal Exemptions - Common Exempt Securities ⚫ Government and bank securities – Section 3(a)(2) ⚫ Commercial paper – Section 3(a)(3) ⚫ Securities issued in bankruptcy – Section 3(a)(7) ⚫ Securities issued in exchange with existing security holders – Section 3(a)(9) ⚫ Securities issued pursuant to a fairness hearing - Section 3(a)(10) ⚫ Securities offered and sold to persons within a single state – Section 3(a)(11)

25. Copyright © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™ Receive our free weekly newsletter at www.financialpoise.com/subscribe WHAT ARE SOME OF THE AVAILABLE EXEMPTIONS FROM REGISTRATION? (cont’d) ⚫ Federal Exemptions - Common Exempt Transactions ⚫ Transactions by an issuer not involving a public offering: ✓ Section 4(a)(2) (and related Regulation D or Regulation S safe harbors) ✓ Rule 701 - employee/service provider equity incentive grants

26. Copyright © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™ Receive our free weekly newsletter at www.financialpoise.com/subscribe WHAT ARE SOME OF THE AVAILABLE EXEMPTIONS FROM REGISTRATION? (cont’d) ⚫ Federal Exemptions - Common Exempt Transactions (cont’d) ⚫ Transactions by persons other than an issuer, underwriter or dealer: ✓ Section 4(a)(1) ✓ Rule 144 ✓ Rule 144A ✓ Section 4(a)(7) – FAST Act

27. Copyright © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™ Receive our free weekly newsletter at www.financialpoise.com/subscribe HOW HAVE THE JOBS ACT & FAST ACT CHANGED THE SECURITIES LAWS? ⚫ Section 4(a)(7) ⚫ General Solicitation ⚫ Regulation A+ ⚫ Crowdfunding

28. Copyright © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™ Receive our free weekly newsletter at www.financialpoise.com/subscribe FAILING TO COMPLY WITH SECURITIES LAW? ⚫ Failure to comply with the securities laws can give rise to liability in a number of different ways, which broadly fall into two categories: ⚫ Civil Liability ✓ Investors can bring private civil actions for fraud or inadequate or misleading disclosure; ✓ The SEC can also bring civil enforcement actions for fraud or inadequate or misleading disclosure as well as for things like insider trading (even if you’re a private company; See Stiefel Laboratories) ✓ Each of the state level securities regulators has similar authority.

29. Copyright © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™ Receive our free weekly newsletter at www.financialpoise.com/subscribe FAILING TO COMPLY WITH SECURITIES LAW? (cont’d) ⚫ Remedies generally include things like: ✓ Investors can be awarded damages; ✓ Investors may also have a right of rescission (meaning an issuer would be required to offer to repurchase any securities sold in violation of the securities laws with interest); ✓ The SEC and state securities regulators can seek penalties and fines as well as cease-and-desist orders and injunctions.

30. Copyright © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™ Receive our free weekly newsletter at www.financialpoise.com/subscribe FAILING TO COMPLY WITH SECURITIES LAW? (cont’d) ⚫ Criminal Liability ✓ The SEC is an administrative agency, so it does not have the authority to prosecute criminal matters. ✓ The SEC can refer matters to the U.S. Department of Justice for investigation and criminal prosecution. ✓ And both the SEC and the DOJ may pursue civil and criminal matters simultaneously.

31. Copyright © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™ Receive our free weekly newsletter at www.financialpoise.com/subscribe FAILING TO COMPLY WITH SECURITIES LAW? (cont’d) ⚫ On the state level, state Attorney General’s offices often prosecute violations of the securities laws. ✓ On the state level, securities violations involving Regulation D, Rule 506 offerings is the most commonly pursued enforcement action.

32. Copyright © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™ Receive our free weekly newsletter at www.financialpoise.com/subscribe HOW DO RESALE & SECONDARY MARKETS OPERATE? ⚫ Private resale exemptions: ⚫ Rule 144 ⚫ Rule 144A ⚫ Section 4(a)(1 ½) ⚫ Section 4(a)(7)

33. Copyright © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™ Receive our free weekly newsletter at www.financialpoise.com/subscribe HOW DO RESALE & SECONDARY MARKETS OPERATE? (cont’d) ⚫ Secondary market sales: ⚫ Examples for registered securities ✓ NASDAQ or NYSE ⚫ Examples for unregistered securities: ✓ SharesPost ✓ EquityZen ✓ ForgeGlobal (formerly Equidate)

34. Copyright © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™ Receive our free weekly newsletter at www.financialpoise.com/subscribe WHAT HAPPENS ONCE A COMPANY SELLS SECURITIES, WHETHER TO FRIENDS AND FAMILY OR TO OTHER INVESTORS? ⚫ Securities issued in an unregistered offering are “restricted securities”. ⚫ In order for a transfer or resale to take place a restricted security needs to either be registered or exempt from the registration requirements. ⚫ Resales without registration can take place in both privately negotiated transactions and publicly using Rule 144.

35. Copyright © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™ Receive our free weekly newsletter at www.financialpoise.com/subscribe WHAT HAPPENS ONCE A COMPANY SELLS SECURITIES, WHETHER TO FRIENDS AND FAMILY OR TO OTHER INVESTORS? (cont'd) ⚫ Rule 144 allows non-affiliate public resales of a private company’s restricted securities following a one-year holding period. ⚫ Contractual provisions may also effect transfers or resales, for example, the original purchase agreement or issuance award may be made subject to a right of first refusal.

37. Copyright © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™ Receive our free weekly newsletter at www.financialpoise.com/subscribe VANESSA SCHOENTHALER – vschoenthaler@sfgh.com Vanessa J. Schoenthaler is a partner in the New York office of Sugar Felsenthal Grais & Helsinger. She focuses her practice on corporate and securities matters with an emphasis on private and public securities transactions, compliance and disclosure obligations and corporate governance matters. Her clients rely on her deep experience navigating the complexities of both the public and private securities regulatory environment. She frequently contributes to publications such as IR Web Report, The Corporate Counselor, Buyouts and Transactional Advisors. Vanessa's corporate finance experience ranges from advising investors and development stage companies in early round financings to representing issuers and intermediaries in registered and exempt offerings of equity and debt securities. She has worked with foreign and domestic issuers on matters such as periodic and ongoing disclosure obligations, corporate governance practices, exchange listing standards, joint ventures, equity compensation arrangements, ESOP transactions and mergers, acquisitions and dispositions. Vanessa counsels foreign and domestic sponsors, private funds and investment managers with regard to formation and operation, investment adviser registration, and periodic and ongoing disclosure obligations. She also guides her clients in structuring investments, compliance with regulatory requirements (including under Section 13, Section 16 and Rule 144) and addressing insider trading issues. 3 7

38. Copyright © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™ Receive our free weekly newsletter at www.financialpoise.com/subscribe MICHAEL GOLD – michael.gold@saul.com Michael Gold is a partner at Saul Ewing Arnstein & Lehr LLP where he also serves as co-chair of the Corporate Practice. For more than 20 years, Michael has helped clients in a wide variety of industries with public and private securities transactions, stock and asset acquisitions, mergers and joint venture arrangements. He also advises boards of directors and outside shareholders regarding corporate governance practices, proxy solicitations and tender offers. Michael has extensive experience with private equity, hedge fund and venture finance transactions, representing both investors and issuers. He also counsels clients on SEC disclosure requirements and securities regulatory matters. In addition, Michael has represented companies and individuals in connection with internal investigations, corporate crisis situations and enforcement actions brought by the Securities and Exchange Commission, the NYSE and FINRA (formerly the NASD). He handles issues related to structuring complex securities transactions, and trading practices and policies within different securities markets and firms. Prior to law school, Michael was a financial analyst for Goldman, Sachs & Co. in New York City, specializing in mortgage finance. 3 8

39. Copyright © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™ Receive our free weekly newsletter at www.financialpoise.com/subscribe ALISSA PARISI – alissa.parisi@klgates.com Alissa Parisi is a partner in K&L Gates’s Corporate/M&A practice group and resides in the Washington, DC office. Ms. Parisi advises clients on a full range of corporate, securities, governance and compliance matters. Ms. Parisi has significant experience in advising boards and executive management on complex business and operational matters, including in the areas of risk assessment, implementation of governance initiatives and alignment of corporate strategy to achieve corporate goals. She also acts as corporate counsel for companies, advising on a host of general corporate matters, including fiduciary duties, management transitions, relationships with shareholders and effective approaches to the changing regulatory environment. Ms. Parisi advises companies on compliance matters relating to the SEC, NYSE, Nasdaq, state regulators and other authorities. Her compliance experience includes preparing of SEC reports, advising with respect to the timing and substance of disclosure of material events and counseling with respect to shareholder meetings. Ms. Parisi also represents publicly and privately held entities in merger and acquisition transactions. She has broad experience in representing clients in the structure, negotiation, diligence and documentation of transactions ranging from several million dollars to several billion dollars. Ms. Parisi serves as co-chair of the Washington, DC office Professional Development Committee which oversees attorney training, mentoring and professional development. 3 9

40. Copyright © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™ Receive our free weekly newsletter at www.financialpoise.com/subscribe ROBERT RAPP – rnr@case.edu Robert N. Rapp is Visiting Assistant Professor of Law at the Case Western Reserve University School of Law, where he teaches Securities Regulation, Advanced Securities Regulation and Law, Theory and Practice in Financial Markets. He is a Retired Partner (1975-2017) in the Securities and Capital Markets Practice of Calfee, Halter & Griswold LLP Cleveland, Ohio. He was previously Distinguished Practitioner in Residence at the Cornell Law School. Bob’s contributions to legal scholarship include numerous published articles and papers addressing securities and financial market regulatory topics, many of which have been cited by state and federal courts, including the United States Supreme Court. He is the author of Blue Sky Regulation (LexisNexis/Matthew Bender), a definitive four-volume treatise on state securities regulation in the United States. A graduate of Case Western Reserve University (B.A., 1969) and the Case Western Reserve University School of Law (J.D., 1972), Bob also holds a Masters of Business Administration from the Cleveland State University Ahuja College of Business (1989). 4 0

41. Copyright © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™ Receive our free weekly newsletter at www.financialpoise.com/subscribe QUESTIONS OR COMMENTS? If you have any questions about this webinar that you did not get to ask during the live premiere, or if you are watching this webinar On Demand, please do not hesitate to email us at info@financialpoise.com with any questions or comments you may have. Please include the name of the webinar in your email and we will do our best to provide a timely response. IMPORTANT NOTE: The material in this presentation is for general educational purposes only. It has been prepared primarily for attorneys and accountants for use in the pursuit of their continuing legal education and continuing professional education. 4 1

42. Copyright © 2019 by DailyDAC, LLC d/b/a Financial Poise Webinars™ Receive our free weekly newsletter at www.financialpoise.com/subscribe ABOUT FINANCIAL POISE DailyDAC LLC, d/b/a Financial Poise™ provides continuing education to attorneys, accountants, business owners and executives, and investors. Its websites, webinars, and books provide Plain English, entertaining, explanations about legal, financial, and other subjects of interest to these audiences. Visit us at www.financialpoise.com. 4 2 Our free weekly newsletter, Financial Poise Weekly, updates you on new articles published on our Website and Upcoming Webinars you may be interested in. To join our email list, send an email to info@financialpoise.com with “Subscribe to email list” in the subject line. Or add yourself by going to: https://www.financialpoise.com/newsletter/ Email addresses are never sold to or shared with third parties.

Securities Law: An Overview (Series: Securities Law Made Simple (Not Really))

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Securities Law: An Overview (Series: Securities Law Made Simple (Not Really))

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