Richard Friedman to Moderate Panel on Regulatory Issues Relating to PIPE Financing Transactions
David Lynn of the SEC to Join Panel for Discussion of Registration Statements in Accordance With Rule 415
NEW YORK, Jan. 11, 2007 (GLOBE NEWSWIRE) — Richard Friedman, founding member of Sichenzia Ross Friedman Ference LLP (SRFF), will present and moderate a panel discussion on “Registration Statements: Regulatory Landmines in PIPE Transactions” on January 26 at the 6th Annual Summit on PIPEs in New York. This panel will assess the latest developments in the SEC’s application and interpretation of regulations when reviewing registration statements covering the proposed resale on a secondary basis of PIPE financings in connection with Rule 415, and will discuss the impact of the SEC’s evolving position on this rule.
“The SEC’s current position that the investors in certain PIPE financings may be deemed affiliates of the Company and that the resale registration statements are really primary offerings which are not permitted by Rule 415 has had a chilling effect on PIPE financings,” explains Friedman. “Approximately 52 percent of the companies utilizing PIPE financing have a market capitalization of under $50 million. It is these companies that are primarily being hurt by this position, as they are left with little or no ability to raise much needed capital, and, as a result, may be forced out of business.”
Mr. Friedman recently met with senior SEC officials in an effort to clarify their evolving position on the use of resale registration statements in connection with PIPE financings.
“We are pleased that David Lynn, Esq., Chief Counsel of the Division of Corporation Finance of the Securities and Exchange Commission, has agreed to join this forum to discuss the SEC’s position on Rule 415 with practitioners for the first time,” said Friedman.
In addition to a discussion about the potential changes to Rule 415, Mr. Friedman and the panel will address hot-button topics including:
— How EITF-0019 has affected micro-cap companies
— Other current SEC regulatory issues affecting small public companies’ ability to secure financing and/or go public in the current economic climate
— What funds are doing in response to the emerging and evolving regulatory issues
Appearing on the panel with Friedman and Lynn are David Skrilloff, Head of Investments of Vision Capital Advisors, Richard Smithline, Chairman & CEO of CentreCourt Asset Management, and Peter Stefanou, a Partner of Russell Bedford Stefanou Mirchandani.
As a founding member and the managing partner of Sichenzia Ross Friedman Ference LLP (SRFF), Mr. Friedman counsels public and private companies in a wide range of Corporate and Securities Law matters. He represents clients in a wide variety of corporate transactions, including mergers and acquisitions, secured and unsecured private equity financing transactions (PIPE’s), joint ventures, employment and shareholder agreements, as well as with the formation of private equity hedge funds. He also represents publicly held companies with their 1934 Act reporting obligations, and with NASDAQ, AMEX and other exchange listing and compliance matters.
For more information on the firm, visit www.srff.com. For interview requests, call at 201-488-0049.