InstructorTerri Hays
TypeOnline Course
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Tuition Options


PracticeEdge Elite™ Not included

Standard Tuition $400 US

Senior Fellow George Mazin, JD, Partner, Dechert

In almost all circumstances, interests in hedge funds are offered and sold to investors without registration of the fund under the Investment Company Act of 1940 and without registering the securities issued by the fund under the Securities Act of 1933. To qualify for these exemptions, the securities offered by hedge funds must be offered and sold in a valid private placement.

The private placement rules in the United States are complex and restrict the types of investors who may acquire securities in a private placement as well as the manner in which the securities may be offered. In particular, an issuer may not engage in any activities which might constitute general solicitation or advertising.

This course will explore in detail all of the requirements that must be satisfied in order to conduct a valid private placement.

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Students shall learn the following within this Course:

The Course will begin by describing the background and requirements of Regulation D, an SEC Rule that most private offerings seek to comply with. The course will explore the following issues:

  • What constitutes a private offering
  • Who can invest
  • Who can raise capital
  • Media and communications with the press
  • The impact of the internet on private placements
  • Filing requirements

The Course will also consider compliance procedures to ensure that the Rules are complied with and will explore the regulatory and legal consequences of violating the Rules. The course will conclude with an evaluation of potential future changes to the restrictions on private placements.

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Senior Fellows:

George Mazin, JD, Partner, Dechert LLP
Michelle Peters, JD, Dechert LLP

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Accreditation Information

CLE Information

Credit Hours: 3
Subject Area: Professional Practice
States: Contact Curriculum Advisor For More Information

CPE Information

Credit Hours: 6
Subject Area: Accounting
States: Contact Curriculum Advisor For More Information

Course ID Number:  7000

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Alabama: Approval of all web based programs is limited to a maximum of 6.0 credits.

Arizona: Does not approve or accredit CLE activities for the Mandatory Continuing Legal Education requirement. RCA programs may qualify for credit based on the requirements outlined in the MCLE Regulations and Ariz. R. Sup. Ct. Rule 45.

Iowa: The approval is for one year from recorded date. Does not approve of Audio-only On-Demand Webcasts.

Missouri: On-demand web programs are restricted to six hours of self-study credit per year. Self-study may not be used to satisfy the ethics requirements. Self-study can not be used for carryover credit.

New Hamphsire: The approval is for three years from recorded date.

New Mexico: On-Demand web programs are restricted to 4.0 self-study credits per year.

New York: Newly admitted attorneys may not take non-traditional course formats such as on-demand Web Programs or live Webcasts for CLE credit. Newly admitted attorneys not practicing law in the United States, however, may earn 12 transitional credits in non-traditional formats.

North Carolina: A maximum of 4 credits per reporting period may be earned by participating in on-demand web programs.

Ohio: To confirm that the web program has been approved, please refer to the list of Ohio’s Approved Self Study Activities at Online programs are considered self-study. Ohio attorneys have a 6 credit self-study limit per compliance period. The Ohio CLE Board states that attorneys must have a 100% success rate in clicking on timestamps to receive ANY CLE credit for an online program.

Oklahoma: Up to 6 credits may be earned each year through computer-based or technology-based legal education programs.

Pennsylvania: PA attorneys may only receive a maximum of four (4) hours of distance learning credit per compliance period. All distance learning programs must be a minimum of 1 full hour.

Rhode Island: Audio Only On-Demand Web Programs are not approved for credit. On-Demand Web Programs must have an audio and video component.

Tennessee: The approval is for the calendar year in which the live program was presented.

Virginia: All distance learning courses are to be done in an educational setting, free from distractions.

Wisconsin: Ethics credit is not allowed. The ethics portion of the program will be approved for general credit. There is a 10 credit limit for on-demand web programs during every 2-year reporting period. Does not approve of Audio-only On-Demand Webcasts.

Iowa, Mississippi, Oklahoma, and Wisconsin DO NOT approve Audio Only On-Demand Web Programs.

If you have already received credit for attending some or the entire program, please be aware that state administrators do not permit you to accrue additional credit for repeat viewing even if an additional credit certificate is subsequently issued.

If applicable, the RCA will apply for credit in your state upon request.