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Implications of the new Prospectus Regulation webinar preview
 
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In this webinar, Julie Shacklady and Kym Bavcevich-Ikeda of Linklaters talk about the implications of the new Prospectus Regulation. For the full webinar visit http://www.lexiswebinars.co.uk/legal/corporate-law/implications-of-the-new-prospectus-regulation-2018
Prospectus Directive
 
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description
Views: 186 Mikixxl1
What is LAMFALUSSY PROCESS? What does LAMFALUSSY PROCESS mean? LAMFALUSSY PROCESS meaning
 
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What is LAMFALUSSY PROCESS? What does LAMFALUSSY PROCESS mean? LAMFALUSSY PROCESS meaning - LAMFALUSSY PROCESS definition - LAMFALUSSY PROCESS explanation. Source: Wikipedia.org article, adapted under https://creativecommons.org/licenses/by-sa/3.0/ license. SUBSCRIBE to our Google Earth flights channel - https://www.youtube.com/channel/UC6UuCPh7GrXznZi0Hz2YQnQ The Lamfalussy Process is an approach to the development of financial service industry regulations used by the European Union. Originally developed in March 2001, the process is named after the chair of the EU advisory committee that created it, Alexandre Lamfalussy. It is composed of four "levels," each focusing on a specific stage of the implementation of legislation. At the first level, the European Parliament and Council of the European Union adopt a piece of legislation, establishing the core values of a law and building guidelines on its implementation. The law then progresses to the second level, where sector-specific committees and regulators advise on technical details, then bring it to a vote in front of member-state representatives. At the third level, national regulators work on coordinating new regulations with other nations. The fourth level involves compliance and enforcement of the new rules and laws. The Lamfalussy process has provided a significant impetus in delivering successful agreements on four key measures of the Financial Services Action Plan: the Market Abuse Directive, adopted on 3 December 2002; the Prospectus Directive, adopted on 15 July 2003; the Markets in Financial Instruments Directive (MiFID), adopted on 27 April 2004 and the Transparency Directive, adopted in 2004. The Lamfalussy Process is intended to provide several benefits over traditional lawmaking, including more-consistent interpretation, convergence in national supervisory practices, and a general boost in the quality of legislation on financial services. Nevertheless, the Lamfalussy Process has provoked controversy as it allows some element of bypassing accountable oversight by the Council of the European Union and the elected European Parliament, thereby embodying a further move away from representative democracy towards technocracy. The creation of the EU Authorities (ESMA, EIOPA and EBA), which took over from the Advisory Committees on 1 January 2011, has resulted in some changes regarding how the four level legislative procedure operates, with the EU Authorities being given a greater role and more powers.
Views: 468 The Audiopedia
Designing A European Summary Prospectus Using Behavioural Insights
 
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Sviatoslav Rosov, PhD, CFA, discusses a CFA Institute template proposal for the summary prospectus regime envisioned under the European Union’s prospectus regulation. Find out more about the new report in the CFA Institute Market Integrity Insights: http://cfa.is/2p3Hs5H
Views: 455 CFA Institute
Designing A European Summary Prospectus Using Behavioural Insights - Clip 2
 
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Sviatoslav Rosov, PhD, CFA, explains the prospectus regulation, one of the first elements of the Capital Markets Union (CMU) initiative to reach the legislative stage. Find out more about the new report in the CFA Institute Market Integrity Insights: http://cfa.is/2p3Hs5H
Views: 146 CFA Institute
What is SHELF REGISTRATION? What does SHELF REGISTRATION mean? SHELF REGISTRATION meaning
 
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What is SHELF REGISTRATION? What does SHELF REGISTRATION mean? SHELF REGISTRATION meaning - SHELF REGISTRATION definition - SHELF REGISTRATION explanation. SUBSCRIBE to our Google Earth flights channel - https://www.youtube.com/channel/UC6UuCPh7GrXznZi0Hz2YQnQ Source: Wikipedia.org article, adapted under https://creativecommons.org/licenses/by-sa/3.0/ license. Shelf registration or shelf offering or shelf prospectus is a type of public offering where certain issuers are allowed to offer and sell securities to the public without a separate prospectus for each act of offering and without the issue of further prospectus. Instead, there is a single prospectus for multiple, undefined future offerings. The prospectus (often as part of a registration statement) may be used to offer securities for up to several years after its publication. A shelf registration statement is a filing with the SEC to register a public offering, usually where there is no present intention to immediately sell all the securities being registered. A shelf registration statement permits multiple offerings based on the same registration. Shelf registration is mostly used for sales of new securities by the issuer (primary offerings), although it might possibly be used for resales of outstanding securities (secondary offerings) or a combination of both. For example, a company can file a shelf registration statement with a prospectus for 100,000,000 shares, $1,000,000,000 face value of bonds, $500,000,000 face value of convertible bonds, 50,000,000 Series A warrants, and 50,000,000 Series B warrants. These five different classes or series of securities are offered in a single document. The company may offer to sell all of them, none of them, or any part of some class. It can sell 30,000,000 shares at one time and another 50,000,000 a year later (it will then have 20,000,000 unissued shares covered by the shelf prospectus). Before each offering and sale is actually made, the company must file a relatively short statement regarding material changes in its business and finances since the shelf prospectus was filed. Shelf registration is usually available to companies deemed reliable by the securities regulation authority in the relevant country. Because of their purposefully time-constrained nature, shelf offerings are examined far less rigorously by those authorities than standard public offerings. Shelf registration is a process authorized by the U.S. Securities and Exchange Commission under Rule 415 that allows a single registration document to be filed by a company that permits the issuance of multiple securities. Form S-3 issuers may use shelf registration to register securities that will be offered on an immediate, continuous or delayed basis. In July 2005 the SEC put "automatic registration" shelf filings in place. This filing is a relaxed registration process that applies to well-known, seasoned issuers (WKSI, pronounced "wiksy"), and covers debt securities, common stock, preferred stock and warrants, among other various instruments. A WKSI is a company that has filed all annual, quarterly and current reports in a timely manner, and either has a greater than $700 million market capitalization or has issued $1 billion in registered debt offerings over the past three years. Shelf registration is a registration of a new issue that can be prepared up to three years in advance, so that the issue can be offered quickly as soon as funds are needed or market conditions are favorable. For example, current market conditions in the housing market are not favorable for a specific firm to issue a public offering. In this case, it may not be a good time for a firm in the sector (e.g. a home builder) to come out with its second offering because many investors will be pessimistic about companies working in that sector. By using shelf registration, the firm can fulfill all registration-related procedures beforehand and go to market quickly when conditions become more favorable. Finally, firms often use universal shelf filings and choose between debt and equity offerings based on the prevailing relative market conditions.
Views: 996 The Audiopedia
Prospectus for a future body: Ka Fai Choy at TEDxReset 2014
 
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KAI FAI CHOY Speculative Designer / Spekülatif Tasarımcı Prospectus for a Future Body / Geleceğin Vücudu için Prospectüs Born in 1979, Singapore, Ka Fai is an artist, performance maker and speculative designer. He is inspired by the histories and theorizations that together contain the uncertainties of the future. His research springs from a desire to understand the conditioning of the human body, its intangible memories and the forces shaping its expressions. These factors converge into complex articulations at the intersection of art, design and technology. Ka Fai graduated in Design Interaction from the Royal College Of Art London, with the Singapore National Arts Council Overseas Scholarship, and was conferred the Singapore Young Artist Award in 2010. His works have been presented in major festivals, such as the 25th Tanz Im August (2013), Singapore Arts Festival (2012), Festival Tokyo (2011), 2nd Asian Art Biennale (2009), 3rd Fukuoka Asia Art Triennale (2005). His works exhibited at major arts institution, including the Museum of Modern Art, New York (2014), The Israel Museum, Jerusalem (2012), White Chapel Gallery, London (2010), Singapore Art Museum (2009) and Haus der Kulturen der Welt, Berlin (2005). 1979 Singapur doğumlu olan Ka Fai bir sanatçı, performans yaratıcısı ve spekülatif tasarımcıdır. Geleceğin belirsizlğini kapsayan tarihler ve teorilerden ilham alır. Araştırmaları insan vücudunun koşullandırılmasını, elle tutulamayan hatıralarını ve ifadelerini şekillendiren güçleri anlamaya olan arzusundan besleniyor. Bu faktörler birleşip sanat, tasarım ve teknolojinin kesiştiği noktalarda kompleks şekillerde var oluyorlar. Ka Fai Londra Royal College of Art'ın Tasarım Etkileşim programından Singapur Ulusal Sanat Konseyi Yurtdışı Bursu ile mezun olmuş ve 2010 Singapur Genç Sanatçı ödülüne layık görülmüştür. İşleri the 25th Tanz Im August (2013), Singapore Sanat Festivali (2012), Festival Tokyo (2011), 2nd Asian Art Biennale (2009), 3rd Fukuoka Asia Art Triennale (2005) gibi büyük festivallerde sunulmuştur, ayrıca Modern Sanat Müzesi - MOMA, New York (2014), İsrail Müzesi Museum, Kudüs (2012), White Chapel Gallerisi, London (2010), Singapur Sanat Müzesi (2009) ve Haus der Kulturen der Welt, Berlin (2005) gibi büyük sanat kurumlarında da sergilenmiştir. In the spirit of ideas worth spreading, TEDx is a program of local, self-organized events that bring people together to share a TED-like experience. At a TEDx event, TEDTalks video and live speakers combine to spark deep discussion and connection in a small group. These local, self-organized events are branded TEDx, where x = independently organized TED event. The TED Conference provides general guidance for the TEDx program, but individual TEDx events are self-organized.* (*Subject to certain rules and regulations)
Views: 2889 TEDx Talks
Lecture 20 : Securities Contracts Regulation Act, 1956 for SEBI Grade A
 
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Lecture 20 : Securities Contracts Regulation Act, 1956 for SEBI Grade A PPT of the Lecture: https://drive.google.com/open?id=16Y5e1kSnmUt7ddALzHkRzIQnpxE47maS
Views: 5269 Sunny Gulve
Capital Market & Securities Laws | Book Building Process | Law Lectures
 
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Watch Book Building Process Lecture with Sanyog Vyas For more Online Law Lectures do subscribe our channel : https://www.youtube.com/channel/UC344...
Private Placement explained by Advocate Sanyog Vyas
 
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Private Placement explained by Advocate Sanyog Vyas
Prospectus. Securities Act 2015
 
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Video from Syed ALI Abbas Abidi
Introduction by Dr Hilger von Livonius
 
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QED Conference on EU Prospectus Regulation 1 March 2016, Brussels
Views: 154 QEDCommunication
Regulation D Securities Exemptions
 
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http://thebusinessprofessor.com/regulation-d-securities-exemption/ Regulation D Securities Registration Exemptions
Regulation A – Practice Tips
 
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Regulation A – Practice Tips- In the last LawCast in this series, I talked about whether Regulation A is really a public or private offering and pointed out that it can be considered one or the other depending on the rule and reason for making the determination. However, it is clear that for purposes of SEC rules, a Form 1-A is not considered a “registration statement.” Accordingly, a Form 1-A would not technically be included in contractual provisions related to registration rights. In particular, the typical language in a piggyback or demand registration right provision creates the possibility that the company could do an offering under Regulation A/A+ and take the position that the shareholder is not entitled to participate under the registration rights provision because it did not do a “registration.” As an advocate of avoiding ambiguity, practitioners should carefully review these contractual provisions and add language to include a Form 1-A under Regulation A/A+ if the intent is to be sure that the shareholder is covered. Likewise, if the intent is to exclude Regulation A/A+ offerings from the registration rights, that exclusion should be added to the language to avoid any dispute. In the next several Lawcasts in this series I am going to go over the Regulation A rules indepth. Before that, I have a few general thoughts to share on the subject. Tier 2 offerings in particular present a much-needed opportunity for smaller companies to go public without the added time and expense of state blue sky compliance. To compromise with opponents to the state blue sky preemption, the SEC included investor qualifications for Tier 2 offerings. In particular, Tier 2 offerings have a limitation on the amount of securities non-accredited investors can purchase of no more than 10% of the greater of the investor’s annual income or net worth. However, as companies continue to learn about Regulation A+, many still do not understand that it is just a legal process with added benefits, such as active advertising and solicitation including through social media. There is no pool of funds to tap into; it is not a line of credit; it is just another process that companies can use to reach out to the investing public and try to convince them to buy stock in, or lend money to, their company. As such, companies seeking to complete a Regulation A offering must consider the economics and real-world aspects of the offering. Key to a successful offering are a reasonable valuation and rational use of proceeds. A company should demonstrate value through its financial statements and disclosures and establish that the intended use of proceeds will result in moving the business plan ahead and hopefully create increased value for the shareholders. Investors want to know that their money is being put to the highest and best use to result in return on investment. Repayment of debt or cashing out of series A investors is generally not a saleable use of proceeds. Looking for $50 million for 30% of a pre-revenue start-up just isn’t going to do it! The company has to be prepared to show the investor, that it has a plan, management, vision and ability to carry out the business proposition it is selling. From the investors’ perspective, these are risky investments by nature. Offering materials should be scrutinized. The SEC does not pass on the merits of an offering – only its disclosures. The fact that the prospectus has been qualified by the SEC has no bearing on the risk associated with or quality of the investment. That is for each investor to decide, either alone or with advisors, and requires really reviewing the offering materials and considering the viability of the business proposal. At the end of the day, the success of the business, and therefore the potential return on investment, requires the company to perform – to sell their widgets, keep ahead of the competition, and manage their business and growth successfully. #LegalAndComplianceLLC
Speech by Piet Hemschoote
 
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QED Conference on EU Prospectus Regulation – level 2 11 July 2017, Brussels
Views: 40 QEDCommunication
Testing the Waters – Free Writing Prospectus
 
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Free Writing Prospectus- Other than a free writing prospectus for qualified companies and test-the-waters communications by an emerging growth company satisfying the requirements of Section 5(d) of the Securities Act... #LegalAndComplianceLLC
Important Developments in U.S. and Canadian Securities Regulation
 
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Robert Lando discusses the impact of the new Canadian prospectus marketing rules on U.S. underwriters, changes in the U.S. private placement rules, and new market practices that will evolve throughout 2014.
Filing A Form S-1
 
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Filing A Form S-1- One of the methods of going public is directly through a public offering. In today’s financial environment, many Issuers are choosing to self-underwrite their public offerings, commonly referred to as a Direct Public Offering (DPO). Management of companies considering a going public transaction have a desire to understand the required disclosures and content of a registration statement. This blog provides that information. Pursuant to Section 5 of the Securities Act of 1933, as amended (“Securities Act”), it is unlawful to “offer” or “sell” securities without a valid effective registration statement unless an exemption is available. Companies desiring to offer and sell securities to the public with the intention of creating a public market or going public must file with the SEC and provide prospective investors with a registration statement containing all material information concerning the company and the securities offered. Currently all domestic Issuers must use either form S-1 or S-3. Form S-3 is limited to larger filers with a minimum of $75 million in annual revenues, among other requirements. All other Issuers must use form S-1. The DPO Regulated Time Periods There are generally three regulated time periods in a DPO: (i) the pre-filing period, which begins when the Issuer decides to proceed with an offering. During this period, counsel prepares the registration statement and prospectus. (ii) the waiting or “quiet period,” which is the time from the filing of the registration statement until it is declared effective. During this time the Issuer can engage in limited marketing (offers only) of the offering through the use of the filed registration statement, which must clearly indicate that it is not the final document (often referred to as a “red herring”). (iii) the post-effective period, in which the registration statement is effective and the Issuer can proceed with sales of the securities registered. In addition to disclosure and regulations related to the offering during all three periods, marketing and public communications of the Issuer are restricted. See the section “Restrictions on Communications Related to DPO’s” below. The S-1 In General There are four primary regulations governing the preparation and filing of Form S-1: (i) Regulation C – contains the general requirements for preparing and filing the Form S-1, including within Regulation Care regulations and procedures related to (a) the treatment of confidential information; (b) amending a registration statement prior to effectiveness; (c) procedures to file a post-effective amendment; and (d) the “plain English” rule. (ii) Regulation S-T – requires that all registration statements, exhibits and documents be electronically filed through the SEC’s EDGAR system. (iv) Regulation S-K – sets forth, in detail, all the disclosure requirements for all the sections of the S-1. Regulation S-K is the who, what, where, when and how requirements to complete the S-1. (v) Regulation S-X – sets forth the requirements with respect to the form and content of financial statements to be filed with the SEC. Regulation S-X includes general rules applicable to the preparation of all financial statements and specific rules pertaining to particular industries and types of businesses. #LawCast
Speech by Chris Muyldermans
 
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QED Conference on EU Prospectus Regulation 1 March 2016, Brussels
Views: 47 QEDCommunication
CA Final G1-Securities  contracts Regulation Act(SCRA),1956 part1 on http://cakart.in video
 
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Crack CA Final in the 1st attempt. Get India's best faculty video classes for best study at home. Give missed call @9980100288. International students - visit https://www.cakart.in and chat. A smart decision today can save you a lot of time (years) in your career. Give missed call @9980100288 now. This lecture sample from Ideal Classes covers the topic-SCRA from the subject - - Corporate and Allied Laws of CA Final G1 .For the Video Lecture + eBooks + Question bank package please visit http://www.cakart.in
Views: 6335 CA KART
Private Offerings Using Regulation D & Intrastate Exemptions
 
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Private Offerings Using Regulation D & Intrastate Exemptions Presentation (3-16-16). Presented by: Patrick Haddad
Views: 1451 michiganLARA
Webinar: Impact of regulation on fund distribution
 
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In this webinar, we discuss regulatory and other impacts on fund distribution.
Views: 50 PwC Ireland
Speech by Lounia Czupper
 
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QED Conference on EU Prospectus Regulation – level 2 11 July 2017, Brussels
Views: 152 QEDCommunication
Petr JEŽEK @ Debates - Wednesday, 14 September 2016 - Prospectus to be published when securities are
 
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happen is through measures which apply Union wide and which encourage market harmonisation and reduce barriers to cross—border investment. I believe that Parliament’s position on the Prospectus Regulation will achieve all of these goals, and we need a strong mandate from this House for the negotiation with the Council and the Commission to achieve a truly European approach. Some of the comments made tonight by the Vice—President of the Commission about Parliament’s approach sound quite promising. This morning we heard from the President of the Commission that he attributes great importance to the progress with CMU and we have now heard the same from the Vice—President. Therefore I hope that tomorrow we will vote strongly in favour of the Prospectus Regulation and deliver some good news –which, I am afraid, was otherwise in short supply in the State of the Union address today. Thank you everybody and goodnight. http://www.europarl.europa.eu/sides/getDoc.do?pubRef=-//EP//TEXT+CRE+20160914+ITEM-020+DOC+XML+V0//EN&language=en&query=INTERV&detail=3-747-000
Cryptocurrency Regulations in Singapore
 
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An overview of the regulatory framework concerning cryptocurrency in Singapore. Singapore adopts a progressive approach towards blockchain technology. Video Content: 00:15 Regulatory overview 02:08 Prospectus requirements 02:32 Other regulations 03:10 Regulatory development Learn more: https://crushcrypto.com/cryptocurrency-regulations-in-singapore/ Download the PDF version of the presentation: https://crushcrypto.com/wp-content/uploads/2018/11/Crush-Crypto-Educational-Video-Cryptocurrency-Regulations-in-Singapore.pdf Join the official Crush Crypto Telegram channel for our latest publications and updates: https://t.me/joinchat/AAAAAESrVCwzd19x1DvDOQ Download the free ICO Guide which contains 6 simple steps for analyzing any ICOs to find the winning projects: https://crushcrypto.com/youtube/ Note: This is not a paid video. We do not offer promotional or advertising services. Our content is based on our own research, analysis and personal opinion. _______________________________________ Disclaimer The information in this video is for educational purposes only and is not investment advice. Please do your own research before making any investment decisions. Cryptocurrency investments are volatile and high risk in nature. Don't invest more than what you can afford to lose. Crush Crypto makes no representations, warranties, or assurances as to the accuracy, currency or completeness of the content contained in this video or any sites linked to or from this video.
Views: 1240 Crush Crypto
Speech by Ronan Dunne
 
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QED Conference on EU Prospectus Regulation – level 2 11 July 2017, Brussels
Views: 71 QEDCommunication
Speech by Carlo Oly
 
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QED Conference on EU Prospectus Regulation – level 2 11 July 2017, Brussels
Views: 44 QEDCommunication
Markets in Financial Instruments Directive
 
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The Markets in Financial Instruments Directive 2004/39/EC (known as "MiFID") as subsequently amended is a European Union law that provides harmonised regulation for investment services across the 31 member states of the European Economic Area (the 28 Member States of the European Union plus Iceland, Norway and Liechtenstein). The main objectives of the Directive are to increase competition and consumer protection in investment services. As of the effective date, 1 November 2007, it replaced the Investment Services Directive. MiFID is the cornerstone of the European Commission's Financial Services Action Plan whose 42 measures will significantly change how EU financial service markets operate. MiFID is the most significant piece of legislation introduced under the 'Lamfalussy' procedure designed to accelerate the adopting of legislation based on a four-level approach recommended by the Committee of Wise Men chaired by Baron Alexandre Lamfalussy. There are three other 'Lamfalussy Directives' — the Prospectus Directive, the Market Abuse Directive and the Transparency Directive. This video is targeted to blind users. Attribution: Article text available under CC-BY-SA Creative Commons image source in video
Views: 2093 Audiopedia
First trade of a crowdfunded security on Euronext
 
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The first secondary transaction in a crowdfunding instrument on a transparent and secure trading platform in Europe took place today on Euronext Expert Market, an electronic trading platform for non-listed securities. The traded instruments are participatory notes in the Belgian company Domobios, issued by the crowdfunding platform MyMicroInvest. This first trade opens new perspectives for crowdfunding investors looking to transfer their participation to a third party in a secure and transparent environment. To celebrate this transaction, Willy Borsus, Belgian Minister for SMEs, responsible for the regulations concerning the financing of companies and crowdfunding, and Philippe De Backer, Member of the European Parliament and Rapporteur for the Prospectus Regulation in the European Parliament, rang the bell.
Views: 115 Euronext TV
Form 1-A and Regulation A
 
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LawCast with Attorney Laura Anthony: Form 1-A and Regulation A- Form 1-A consists of three parts: Part I – Notification, Part II – Offering Circular, and Part III – Exhibits. Part I calls for certain basic information about the company and the offering, and is primarily designed to confirm and determine eligibility for the use of a Regulation A offering in general. Part I also includes disclosure related to the application of the bad actor disqualification; jurisdictions in which securities are to be offered; and unregistered securities issued or sold within the prior one year. Part II is the offering circular and is similar to the prospectus in a registration statement. Part II requires disclosure of basic information about the company and the offering; material risks; dilution; plan of distribution; use of proceeds; description of the business operations; description of physical properties; discussion of financial condition and results of operations (MD&A); identification of and disclosure about directors, executives and key employees; executive compensation; beneficial security ownership information; related party transactions; description of offered securities; and two years of financial information. The required information in Part 2 of Form 1-A is scaled down from the requirements in Regulation S-K applicable to Form S-1. However, companies can complete Part 2 by either following the Form 1-A disclosure format or by including the information required by Part I of Form S-1 or Form S-11. Only companies that elect to use the S-1 or S-11 format qualify to file an 8-A to register and become subject to the Exchange Act reporting requirements. Companies that had previously completed a Regulation A offering and filed reports with the SEC under Tier 2 can incorporate by reference from those reports in future Regulation A offering circulars. Form 1-A requires two years of financial information. All financial statements for Regulation A offerings must be prepared in accordance with GAAP. Financial statements for a Tier 1 offering are not required to be audited. Audited financial statements are required for Tier 2 offerings. Audit firms must be independent and PCAOB-qualified. An offering statement cannot be qualified if the date of the balance sheet is more than nine months prior to the date of qualification. A recently created entity may choose to provide a balance sheet as of its inception date as long as that inception date is within nine months before the date of filing or qualification and the date of filing or qualification is not more than three months after the entity reached its first annual balance sheet date. The date of the most recent balance sheet determines which fiscal years, or period since existence for recently created entities, the statements of income, cash flows and changes in stockholders’ equity must cover. When the balance sheet is dated as of inception, the statements of income, cash flows and changes in stockholders’ equity will not be applicable. Part III requires an exhibits index and a description of exhibits required to be filed as part of the offering statement.
The Pre-Filing Period of Testing The Waters
 
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The Pre-Filing Period of Testing The Waters- The pre-filing period is that time frame between the decision to proceed with a public offering and the actual filing of a registration statement with the SEC. A safe harbor has been established such that communications made more than 30 days prior to the filing of a registration statement will not result in Section 5 gun jumping violations. The JOBS Act amended Section 2 of the Securities Act to eliminate restrictions on publishing analyst research and communications while IPOs are under way. Under prior law, research reports by analysts, especially those participating in an underwriting of securities of a company, could be deemed to be “offers” under the Securities Act and, as result, could not be issued prior to completion of an offering. Section 2(a)(3) of the Securities Act as amended by Section 105(a) of the JOBS Act provides that publication or distribution by a broker or dealer of a research report about an EGC that is the subject of a proposed public offering of its securities does not constitute an offer of securities, even if the broker or dealer that publishes the research is participating or will participate as an underwriter in the offering. Moreover, the term “research” is defined broadly as any information, opinion or recommendation about a company and includes oral as well as written and electronic communications. This research need not be accompanied by a full prospectus and need not provide information “reasonably sufficient upon which to base an investment decision.” The research need not even be consistent with the prospectus, if there is one. In other words, research providers are free to say just about anything they wish about an IPO candidate, limited only by the general anti-fraud rules. Section 105(b) of the JOBS Act eliminated existing restrictions on publishing research following an IPO or around the time the IPO lockup period expires or is released with respect to EGC’s. Prior to the JOBS Act under SEC and FINRA rules, underwriters of an IPO could not publish research for 25 days after the offering or 40 days if they served as a manager or co-manager. This quiet period is 10 days for secondary offerings. Also managers or co-managers could not publish research within 15 days prior to or after the release or expiration of the IPO lockup agreements (so-called “booster shot” reports). In 2015 FINRA further amended its rules related to broker dealer research surrounding an IPO reducing the 40 day and 25 day IPO quiet periods with respect to all other issuers to 10 days for an IPO and 3 days for a secondary offering. #LawCast
Introducing Bitbond Token BB1! #BitbondSTO
 
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For Marketing Purposes: The Bitbond token (BB1) is Germany's Security Token Offering (STO) with a securities prospectus - https://www.bitbondsto.com/files/bitbond-sto-prospectus.pdf Token holders will receive 1% of their invested amount back every quarter. Additionally, token holders receive variable interest returns of their invested amount paid out at the end of each year. Both the quarterly and the annual payouts continue for 10 years, at which point the token reaches its maturity and is bought back at its original value of €1 per token Get ion the waitlist and learn more at http://bitbondsto.com/ Or contact us at [email protected] "We are the first regulated blockchain company to set new standards. It is important for us to show the investors who trust our platform that we act according to transparent rules," - Radoslav Albrecht, founder and CEO of Bitbond. #BitbondSTO Disclaimer: This document represents solely a nonbinding preliminary information which serves exclusively advertising purposes and is not a prospectus in the sense of the European Securities Prospectus Act, the German Investment Act or the German Investment Code or a corresponding foreign law. The content is neither an offer nor a solicitation of an offer to purchase token or securities. The information in this document does not constitute investment advice or investment recommendation. The greatest possible care has been taken in the preparation of this document, but errors and omissions remain reserved. The statements made are based on evaluations, economic data, own assessments and are forward looking statements at the time of preparation of the document and can be subject to changes. This document may not be reproduced in whole or in part, distributed to other persons or published without consent of Bitbond Finance GmbH. Persons who come into possession of this document must inform themselves of and comply with all applicable laws and regulations. February 2019 | Version 1.0
Views: 323026 Bitbond
Martijn Bolt on proposed ICO regulation at the European Parliament
 
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Martijn Bolt at the European Parliament regarding ICO regulation. Entire video: http://web-events.streamovations.be/index.php/event/stream/regulating-ico-s-is-the-crowdfunding-proposal-what-we-were-looking-for
Views: 133 Martijn Bolt
Securities Act of 1933
 
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United States Congress enacted the Securities Act of 1933 (the 1933 Act, the Securities Act, the Truth in Securities Act, the Federal Securities Act, or the '33 Act, Title I of Pub. L. 73-22, 48 Stat. 74, enacted May 27, 1933, codified at 15 U.S.C. § 77a et seq.), in the aftermath of the stock market crash of 1929 and during the ensuing Great Depression. Legislated pursuant to the interstate commerce clause of the Constitution, it requires that any offer or sale of securities using the means and instrumentalities of interstate commerce be registered with the SEC pursuant to the 1933 Act, unless an exemption from registration exists under the law. "Means and instrumentalities of interstate commerce" is extremely broad, and it is virtually impossible to avoid the operation of this statute by attempting to offer or sell a security without using an "instrumentality" of interstate commerce. Any use of a telephone, for example, or the mails, would probably be enough to subject the transaction to the statute. The 1933 Act was the first major federal legislation to regulate the offer and sale of securities. Prior to the Act, regulation of securities was chiefly governed by state laws, commonly referred to as blue sky laws. When Congress enacted the 1933 Act, it left existing state securities laws ("blue sky laws") in place. The '33 Act is based upon a philosophy of disclosure, meaning that the goal of the law is to require issuers to fully disclose all material information that a reasonable shareholder would require in order to make up his or her mind about the potential investment. This is very different from the philosophy of the blue sky laws, which generally impose so-called "merit reviews." Blue sky laws often impose very specific, qualitative requirements on offerings, and if a company does not meet the requirements in that state then it simply will not be allowed to do a registered offering there, no matter how fully its faults are disclosed in the prospectus. Recently, however, NSMIA added a new Section 18 to the '33 Act which preempts blue sky law merit review of certain kinds of offerings. This video is targeted to blind users. Attribution: Article text available under CC-BY-SA Creative Commons image source in video
Views: 11106 Audiopedia
Disclosure Requirements Under Regulation S-K for Smaller Reporting Company
 
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Disclosure Requirements Under Regulation S-K for Smaller Reporting Company- On June 28, 2018, the SEC adopted the much-anticipated amendments to the definition of a “smaller reporting company” as contained in Securities Act Rule 405, Exchange Act Rule 12b-2 and Item 10(f) of Regulation S-K. The topic of disclosure requirements under Regulation S-K as pertains to disclosures made in reports and registration statements filed under the Exchange Act and Securities Act have come to the forefront over the past couple of years. Regulation S-K, as amended over the years, was adopted as part of a uniform disclosure initiative to provide a single regulatory source related to non-financial statement disclosures and information required to be included in registration statements and reports filed under the Exchange Act and the Securities Act. A public company with a class of securities registered under either Section 12 or which is subject to Section 15(d) of the Exchange Act must file reports with the SEC. The underlying basis of the Reporting Requirements is to keep shareholders and the markets informed on a regular basis in a transparent manner. Over the years Regulation S-K has not been kept current with other Rule changes, the arduous reporting requirements for smaller companies has resulted in stifled capital formation and fewer smaller IPOs, and investors have questioned the quality and relevancy of information required to be included in reports... #LegalAndComplianceLLC
SEBI LODR Regulations - 2015 & Corporate Governance | CS Executive |  Part 2
 
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Watch SEBI LODR Regulations, 2015 & Corporate Governance - Part 2 with Sanyog Vyas For more Online Law Lectures do subscribe our channel : https://www.youtube.com/channel/UC344...
Mutual Funds | Explained by Advocate Sanyog Vyas | Law Lectures
 
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Watch Mutual Funds Lecture with Sanyog Vyas For more Online Law Lectures do subscribe our channel : https://www.youtube.com/channel/UC344... SHOW MORE
EGS LECT 46(REGULATION 4 OF LODR 2015)
 
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EGS LECT 46(REGULATION 4 OF LODR 2015)
Views: 732 LectureDekho.com
IGNOU Bachelor Courses List 2019 | IGNOU Courses | IGNOU FRESH ADMISSION 2019 | STUDENT ADDA |
 
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In this video I am going to tell you #IGNOU_Bachelors_course_list_2019 for New Students,#ignou_fresh_Admission_open so you can apply in any course of ignou. Download Important Question For Your IGNOU Exams - https://www.instamojo.com/kstomar/ Important Question Of FEG-01/BEGF-101 - https://imojo.in/feg1begf101 Important Question Of BSHF-101 - https://imojo.in/bsgf101 Important Question Of FST-01 - https://imojo.in/fst01 Suggested Books By KS TOMAR-https://www.amazon.com/shop/studentadda IGNOU Helpbook For Ignou Students BEST PEN FOR EXAMS- https://amzn.to/2GYRC2i [AFFILIATE LINK] IGNOU BA HELPBOOK- https://amzn.to/2HAHZDQ [AFFILIATE LINK] IGNOU PROJECT -https://amzn.to/2GZOu6a [AFFILIATE LINK] IGNOU SOLVED ASSIGNEMENT - https://amzn.to/2HzNz9p [AFFILIATE LINK] IGNOU MA [ENGLISH] HELBOOK- https://amzn.to/2qzJQkl [AFFILIATE LINK] IGNOU MEG HELPBOOK - https://amzn.to/2qzhXIT [AFFILIATE LINK] IGNOU BSC HELPBOOK - https://amzn.to/2GZNqiG [AFFILIATE LINK] IGNOU MBA OPENMAT HELPBOOK - http://amzn.to/2iaqCRt [AFFILIATE LINK] IGNOU B.ED ENTRANCE 2019 HELPBOOK - http://amzn.to/2uMm7Cf [AFFILIATE LINK] FOR SUBSCRIBE STUDENT ADDA -https://www.youtube.com/channel/UCnZ88fynfwbUaw9OoGOHXRQ FOLLOW NOW!!! WEBSITE-http://www.studentadda.org.in/ FACEBOOK PAGE-https://www.facebook.com/ignouhelpforum/ INSTAGRAM-https://www.instagram.com/kstomar_official TWITTER- https://twitter.com/studentadda_ks Googe+ -https://plus.google.com/u/0/101319656990286274602 YE SABHI VIDEO BHI DEKHE APKE LIYE HELPFULL HOGI!! 1.IGNOU MOST VIEW VIDEOS-https://www.youtube.com/playlist?list=PLMQcffbKPJoPdz-CJ26US_qX8qjHBs1BU 2.IGNOU HALLTICKET-https://www.youtube.com/playlist?list=PLMQcffbKPJoPHEgFnj_xJzhM60SbGb1h2 3.IGNOU RESULTS - https://www.youtube.com/watch?v=WjHWRJr7QC8&list=PLMQcffbKPJoM5awqQnJzxv1JeMgm75COD 4.IGNOU STUDY MATERIAL - https://www.youtube.com/watch?v=e466VPc_02Q&list=PLMQcffbKPJoMNvcuQMfsBgO5wbR1qDuBX 5.IGNOU CONVOCATION AND DEGREE-https://www.youtube.com/playlist?list=PLMQcffbKPJoO6wW4Jydv-XCBpZaYC6N5b 6.IGNOU B.ED 2020-https://www.youtube.com/playlist?list=PLMQcffbKPJoNR-Y1jSJ3yy99JkpL0o1Pn 7.IGNOU MBA ENTRANCE 2019-https://www.youtube.com/playlist?list=PLMQcffbKPJoNz1ieoykBbXO-ButoefBT4 8.IGNOU COURSES-https://www.youtube.com/playlist?list=PLMQcffbKPJoOIfY2ojgLLmKT-_RRkpaOn 9.IGNOU JUNE/DEC EXAM TIPS-https://www.youtube.com/playlist?list=PLMQcffbKPJoNu194OxCcV92YvaG6moacx 10.IGNOU ASSIGNMENT SOLUTION-https://www.youtube.com/playlist?list=PLMQcffbKPJoMOm5IMl3UJEqdYlrt2gJHd 11.IGNOU DATE SHEET JUNE/DEC 2019-https://www.youtube.com/playlist?list=PLMQcffbKPJoNdylodxT4Pm62i5AF8FacM 12.IGNOU EXAM FORM - https://www.youtube.com/watch?v=AH_K-3qT0aU&list=PLMQcffbKPJoO0K_nW7Cv4CAdINmvgNv5v 13.IGNOU ONLINE CLASSES - https://www.youtube.com/watch?v=O_Fpc7u6RFs&list=PLMQcffbKPJoPw1gTy2CJoQ7ct5LYKUXxR 14.CAREER OPTIONS - https://www.youtube.com/watch?v=vNT6i0NQdrY&list=PLMQcffbKPJoNrlViieyfxftTGafi-w4v4 15.IGNOU RE-REGISTRATION- https://www.youtube.com/watch?v=rjO9KhCEgd4&list=PLMQcffbKPJoNhBde8RdnCJWA432Fva3QB THANK YOU SO MUCH FOR YOUR LOVE AND SUPPORT!!!
Views: 7769 Student Adda
Speech by Michael Collins
 
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QED Conference on EU Prospectus Regulation 1 March 2016, Brussels
Views: 48 QEDCommunication
C A final Law I CS Executive capital Market I Securities Contract Regulation Act, 1956
 
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C A final Law by N K Singh Securities Contract Regulation Act, 1956 Applicable for both CA final new course and old course students. To subscribe full course visit us at corporatestudies.org or call at 9818248595.
Lecture 2 | Private placement of securities | Power of 30 | Vinod Kothari & Company
 
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Please click below to view our forthcoming lectures: http://vinodkothari.com/30-years/ Please click below to download the pdf version of the presentation: http://vinodkothari.com/wp-content/uploads/2018/08/Private-placement-of-securities.pdf The second topic of our webinar is - Private Placement of Securities Substitution of Section 42 was one of the major amendments proposed under Companies (Amendment) Act, 2017. MCA on August 7, 2018 enforced Section 10 of Companies (Amendment) Act, 2017 amending Section 42 of Companies Act, 2013 (‘Act, 2013’) with effect from 7th August, 2018. MCA amended Companies (Prospectus and Allotment of Securities) Rules, 2014 (‘PAS Rules’) to substitute Rule 14 dealing with private placement with effect from 7th August, 2018. The new provisions bring sea change in the regime followed earlier. The presentation discusses the same at length. Click here to read an article on step by step guide to compliance with the revised private placement framework: http://vinodkothari.com/blog/revised-private-placement-framework-becomes-effective/ Comparison and Mapping of Rule 14 of PAS Rules dealing with Private Placement can be viewed by clicking below: http://vinodkothari.com/blog/comparison-and-mapping-of-rule-14-of-pas-rules-dealing-with-private-placement-2/ For other articles, click below: http://vinodkothari.com/latest-articles/
Company Prospectus
 
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Danforth is one of the largest Mechanical Contractors in the Northeast region of the United States. John W. Danforth founded the company in 1884 and we have been delivering industry leading services for over 133 years. We have strategically invested our resources to meet the needs of our clients from coast to coast. Our core values are based upon four pillars: employees, safety, ownership and profitability (ESOP). We believe in providing the resources necessary to empower our employees provide our customers with industry leading services. Our safety culture is among the best in the business and we strive to protect our most valuable asset, our people. Danforth is proud to be an Employee Stock Ownership Plan (ESOP) company which makes each employee accountable for our overall success. As we follow the first three pillars, the profit we make is reinvested in personnel, equipment, training and facilities to continue our journey towards providing mechanical contracting excellence. We specialize in providing heating, ventilation, air conditioning, refrigeration and plumbing systems in the Commercial, Sports & Entertainment, Industrial, Healthcare, Higher Ed & K-12, Government, and Advanced Technology industries. Our Team provides industry leading engineered construction services including estimating, procurement, installation and fabrication that lead to the lowest cost for our customers. We also offer our customers best-in-class negotiated solutions that aim to provide business and technical solutions with value based results. We have always believed that our greatest asset is our 220 dedicated office professionals and approximately 700 unionized field tradesmen and women. This is why we are committed to attracting, training, retaining and empowering our personnel to do the best possible job for our customers. We strive to build meaningful relationships with all of our stakeholders from coast to coast. Our mission is simple, to deliver industry leading experiences for our customers every day.
Wolf Klinz on "Transparency" and "Prospectus" directives
 
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Speech by Wolf Klinz MEP (ALDE-ADLE) on : Implementing measures (level 2) of the "Transparency" and "Prospectus" directives [on behalf of the Group] [Language DE original] klinz-061023-202650-de
Views: 63 ALDE ADLE
Section 26 & 27 of the Companies Act, 2013: matters included in prospectus; variation in prospectus
 
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Sec 26: Matters to be included in the prospectus.. Section 27: Variation in the terms of Prospectus..
Views: 1596 Pratik Gosai
Offering Statement Requirements For Regulation A+ Offerings
 
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Offering Statement Requirements For Regulation A+ Offerings- Today I am continuing my discussion on offering statement requirements for a Reg A+ offering. The rules require use of new modified Form 1-A. Form 1-A consists of three parts: Part I – Notification, Part II – Offering Circular and Part III – Exhibits. Part I calls for certain basic information about the issuer and the offering, and is primarily designed to confirm and determine eligibility for the use of the Form and a Regulation A offering in general. Part I will include issuer name and identifying information; issuer eligibility; application of the bad actor disqualification and disclosure; jurisdictions in which securities are to be offered; and unregistered securities issued or sold within one year. Part I also includes pricing information. All Regulation A+ offerings must be at a fixed price. That is, no offerings may be made “at the market” or for other than a fixed price. Part II is the offering circular and is similar to the prospectus in a registration statement. Part II requires disclosure of information about the issuer and the offering such as; material risks; dilution; plan of distribution; use of proceeds; description of the business operations; description of physical properties; discussion of financial condition and results of operations (MD&A); identification of and disclosure about directors, executives and key employees; executive compensation; beneficial security ownership information; related party transactions; description of offered securities; and two years of financial information. The required information in Part 2 of Form 1-A is scaled down from the requirements in Regulation S-K applicable to Form S-1. Issuers can complete Part 2 by either following the Form 1-A disclosure format or by including the information required by Part I of Form S-1. Only issuers that elect to use the S-1 format will be able to subsequently file short form 8-A to register and become subject to the Exchange Act reporting requirements. Form 1-A requires two years of financial information. All financial statements for Regulation A offerings must be prepared in accordance with GAAP. Financial statements of a Tier I issuer are not required to be audited however, as noted Tier 1 does not preempt state law and most if not all states require audited financial statements. Audited financial statements are required for Tier 2 issuers. Audit firms for Tier 2 issuers must be independent and PCAOB-registered. Part III requires an exhibits index and a description of exhibits required to be filed as part of the offering statement. Laura Anthony, Esq. Founding Partner Legal & Compliance LLC. 330 Clematis Street, Ste. 217 West Palm Beach, FL 33401 Phone: Toll Free: (800) 341-2684 FREE Local: (561) 514-0936 Email: [email protected] #LawCast