The Member Private Offering Rule

What this video covers

• How to identify a control entity through the more-than-50% voting securities or distributable profits threshold, and the timing of that measurement (immediately after closing)
• Why the disclosure condition is two separate duties (content plus delivery to each prospective investor), and why a compliant document left in a desk drawer still fails
• How the 85% use-of-proceeds rule works, and which costs are excluded from that minimum (offering costs, discounts, commissions, and other selling compensation)
• The precise filing timeline: offering documents at or before first delivery to a prospective investor, then amendments and exhibits within 10 days
• What happens when a condition is missed (promptly bring the offering into compliance, not unwind it), and the confidentiality and individual relief provisions
• The five exam-relevant exemptions from the member private offering rule, including sales to qualified institutional buyers (QIBs), Regulation S, employee offerings, and the wholesaler affiliate threshold
• How to distinguish the member private offering rule (issuer-based) from the separate filing rule (reaches any private placement, then exempts member-rule filings)