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Milton Vescovacci

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Milton Vescovacci is a shareholder in Gunster's Miami office.  He has worked in corporate securities and capital markets since 1991, first as a banker with Bank of America and Chase for 10 years and since 1999 as an attorney representing issuers, underwriters/placement agents and trustees in Rule 144A and Regulation S securitizations and structured note and corporate bond offerings.  Milton has worked on several private placement offerings as issuer’s counsel and counsel to a crowdfunding platform and has formed several closed-end single asset and multi-asset real estate private equity funds as counsel to the sponsors.  He regularly works with family offices on executing their direct and co-investment strategies in private company assets and advises them on corporate governance matters. Milton has published articles and been quoted numerous times in regional and national media on corporate securities and corporate governance topics.

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On November 2, 2020, the SEC announced the adoption of extensive amendments to the rules governing exempt offerings, more commonly known as “private placements.” The announcement stated that the amendments are intended to “harmonize, simplify, and improve” the exempt offering framework, allowing issuers to move from one exemption to another, and to (1) increase the offering limits for certain private placements and revise certain individual investment limits, (2) establish consistent rules governing offering communications and permit certain “test-the-waters” and “demo day” activities, and (3) harmonize disclosure and eligibility and bad actor disqualification provisions.

The amendments are designed to promote better access to private capital while maintaining investor protections and simplifying the complex patchwork of federal private placement exemptions that has existed for over 50 years. However, they contain their own complexities and some pitfalls that can make compliance challenging.

Below are highlights of the amendments adopted by the SEC.
Continue Reading The SEC Harmonizes the Private Placement Exemption Rules