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Overview of New Securities Act Rule 152 on Integration

二月 21, 2021

Simply put, the integration doctrine seeks to prevent an issuer from improperly avoiding registration by artificially dividing a single offering into multiple offerings such that Securities Act exemptions would apply to the multiple offerings that would not be available for the combined offering. In November 2020, the SEC decided to adopt a single safe harbor rule on integration to simplify the integration framework under the Securities Act. See SEC, Facilitating Capital Formation and Expanding Investment Opportunities by Improving Access to Capital in Private Markets, Rel. No. 33-10884 (Nov. 2, 2020).

New Securities Act Rule 152 replaces both old Rule 152 and Rule 155. Perhaps more importantly, the new Rule also displaces all the individual integration safe harbor provisions set forth in various transactional exemptions, to wit:  Regulation A (Rule 251(c)), Regulation D (Rule 502(a)), Rule 147 (Rule 147(g)) and Rule 147A (Rule 147A(g)). All of those former safe harbor provisions now cross-reference to new Rule 152 to determine whether multiple offers and sales should be integrated.

New Rule 152 is intended to simplify the existing approach to integration by establishing a general principle of integration that looks to the facts and circumstances of each offering. The general principle, in turn, is supplemented by four non-exclusive safe harbors that address specific situations.

A.   General Principle on Integration (Rule 152(a))

The general principle found in Rule 152(a) covers all offerings that are not covered by one of the four safe harbors found in Rule 152(b). Each displaced integration safe harbor provision contained language stating that the safe harbor is not available for any transaction or series of transactions that, although in technical compliance with the safe harbor provision, are part of a plan or scheme to evade the registration requirements of the Securities Act. The introductory language of new Rule 152 also contains the same admonition.

Under Rule 152(a), offers and sales will not be integrated if, based on the particular facts and circumstances, the issuer can establish that each offering either complies with the registration requirements of the Securities Act or an exemption thereto. The SEC set forth the following guidelines in the Rule:

  • For an exempt offering prohibiting general solicitation (Rule 152(a)(1)) – The issuer must have a reasonable belief, based on facts and circumstances, with respect to each purchaser in the exempt offering prohibiting general solicitation, that the issuer (or any person acting on the issuer’s behalf—e.g., a broker-dealer or investment adviser) either: (a) did not solicit such purchaser through the use of general solicitation; or (b) established a substantive relationship with such purchaser prior to the commencement of the exempt offering prohibiting general solicitation. As noted in Rule 152’s adopting release, if a permissible general solicitation for one offering describes the material terms of a concurrent or subsequent offering for which general solicitation is not permitted, the solicitation may violate the prohibition on general solicitation in the concurrent or subsequent offering.
  • For two or more concurrent exempt offerings permitting general solicitation (Rule 152(a)(2)): In addition to an issuer being required to satisfy the requirements of a particular exemption, general solicitation offering materials used by that issuer for one offering that include information about the material terms of a concurrent offering under another exemption may constitute an offer of securities in such other offering. In that event, the offer the issuer makes in one offering must comply with all the requirements for, and restrictions on, offers under the exemption being relied on for the other offering, including any legending and communications requirements.

Assuming a safe harbor (described in Section B below) does not apply, the general principle will apply when, for example, an issuer conducts (a) an IPO alongside a Rule 506(b) private offering (which does not allow for general solicitation), (b) a Rule 506(c) offering (which does allow for general solicitation) alongside a Rule 506(b) offering (which does not allow for general solicitation), (c) a Rule 506(c) offering (which allows for general solicitation) alongside an intrastate Rule 147A offering (which also allows for general solicitation), or (d) concurrent offerings in reliance on Rule 506(c) and Regulation A (both of which allow for general solicitation):

  • In example (a), the offerings are not integrated if investors in the Rule 506(b) offering are not solicited through the registration statement or if the issuer (or a person acting on the issuer’s behalf) established a substantive relationship with the investors prior to commencement of the Rule 506(b) offering;
  • In example (b), the offerings are not integrated if investors in the Rule 506(b) offering were not solicited through general solicitation under the Rule 506(c) offering or if the issuer (or a person acting on the issuer’s behalf) established a substantive relationship with the investors prior to commencement of the Rule 506(b) offering;
  • In example (c), general solicitations are permitted under both Rule 506(c) and Rule 147A. Each, however, has its own special requirements (e.g., sales may be made only to accredited investors under Rule 506(c), and sales may only be made to residents of the issuer’s state and resale limitations apply under Rule 147A). In addition to satisfying the respective requirements of Rule 506(c) and Rule 147A, if offering materials for one offering include information about the material terms of the other offering, the offer made in one offering must comply with all the requirements for, and restrictions on, offers under the exemption being relied on for the other offering, including legending and communications requirements; and
  • In example (d), general solicitations are permitted under both Rule 506(c) and Regulation A. The issuer, however, must meet the special requirements of each exemption (e.g., sales only to accredited investors under Rule 506(c), and sales to any investor once the Regulation A Offering Circular has been “qualified” by the SEC). If the issuer were to discuss, in any general solicitation materials used for the Rule 506(c) offering, the material terms of the Regulation A offering, the Rule 506(c) general solicitation must comply with all the requirements for offers under Regulation A, including all necessary legending and other requirements.

With respect to concurrent offerings or offerings separated by 30 days or less (and thus do not qualify for the 30-day safe harbor discussed below), if an offering pursuant to an exemption that does not permit general solicitation is conducted concurrently with or after an offering that does permit general solicitation, (a) the issuer must limit offerees in the offering that does not permit general solicitation to those with which it had a substantive relationship before commencement of that offering and (b) the relationship cannot have been established through the recent or concurrent offering that permits general solicitation.

In terms of what constitutes a pre-existing, substantive relationship, the SEC confirmed in the adopting release that “the existence of such a relationship prior to the commencement of an offering is one means, but not the exclusive means, of demonstrating the absence of general solicitation in a Regulation D offering.” Accordingly, an offer of the issuer’s securities to a person with whom the issuer, or a person acting on its behalf, has a pre-existing substantive relationship would not constitute general solicitation, so long as the relationship was established prior to commencement of the offering.

A “pre-existing” relationship is one that an issuer or, alternatively, a person acting on the issuer’s behalf has formed with an offeree before commencement of the offering. SEC staff interpretations of whether a “pre-existing, substantive relationship” can be established on the issuer’s behalf have generally been based on procedures established by broker-dealers for their clients as part of their suitability determinations. However, whether or not there is a sufficient relationship to avoid the risk of general solicitation will depend on the particular facts and circumstances; it does not depend on the third party in question being an investment adviser or broker-dealer.

A “substantive” relationship is one in which the issuer (or a person acting on its behalf) has sufficient information to evaluate, and does, in fact, evaluate, an offeree’s financial circumstances and sophistication in determining the offeree’s status as an eligible investor. Self-certification alone (e.g., by checking a box on an investor questionnaire or subscription agreement), without knowledge of a person’s inancial circumstances or sophistication, is insufficient to form a “substantive” relationship.

An issuer may develop its own pre-existing, substantive relationships with offerees, but it may be difficult to do so in the absence of a prior business relationship or a recognized legal duty to the offerees. According to the adopting release, examples of investors with which an issuer may have a pre-existing, substantive relationship include: (a) the issuer’s existing or prior investors; (b) investors in prior deals of the issuer’s management; (c) friends or family of the issuer’s control persons; and (d) if the issuer relies on third parties, clients with which an investment adviser, broker-dealer or other person on the issuer’s behalf has established such a substantive relationship.

B. The Four Safe Harbors (Rule 152(b))

1. Safe Harbor 1 (Rule 152(b)(1)):   New Rule 152(b)(1) provides that any offering made more than 30 calendar days before the commencement of any other offering, or more than 30 calendar days after the termination or completion of any other offering, will not be integrated with the other offering. The safe harbor applies to both public and exempt offerings. If, however, an exempt offering for which general solicitation is not permitted follows by 30 calendar days or more an offering that allows general solicitation, the general principles in new Rule 152(a)(1) will apply. In this case, the issuer must have a reasonable belief, based on the facts and circumstances, that each purchaser in the exempt offering prohibiting general solicitation was not contacted through general solicitation by the issuer (or a person acting on the issuer’s behalf), or that the issuer (or such person) established a substantive relationship with such purchaser prior to commencement of the exempt offering prohibiting general solicitation.

The SEC noted in the adopting release that the 30-day safe harbor may not be used as a means to circumvent the prohibition on general solicitation in an exempt offering to which such prohibition applies. The SEC indicated that “regardless of whether an issuer meets the requirements of the 30-day safe harbor from integration, an issuer conducting an offering of securities under an exemption prohibiting general solicitation, such as Rule 506(b), must still ensure that it has not engaged in general solicitation, and meets the other terms and conditions of the relevant offering exemption.”

Offerings relying on Rule 506(b) are limited to no more than, or the issuer reasonably believes there are no more than, 35 so-called “purchasers” of securities. The definition “purchaser” excludes any accredited investor as per Rule 501(e)(1)(iv)). To prevent serial Rule 506(b) offerings to up to 35 non-accredited investors each month, the number of non-accredited investor purchasers permitted in all Rule 506(b) offerings, now within a 90-day period, is capped at 35 as per new Rule 506(b)(2)(i).

2.  Safe Harbor 2 (Rule 152(b)(2)):  Offers and sales made in compliance with Securities Act Rule 701, including pursuant to an employee benefit plan, or in compliance with Regulation S (Securities Act Rules 901 through 905) will not be integrated with other offerings. This safe harbor restates the prior non-integration safe harbor for offers and sales under Rule 701 and now extends it to employee benefit plans. It also codifies the SEC’s long-standing position that offshore transactions made in compliance with Regulation S generally will not be integrated with registered or exempt domestic offerings.

3.  Safe Harbor 3 (Rule 152(b)(3)):  An offering for which a Securities Act registration statement has been filed with the SEC will not be integrated if made subsequent to:

  • A terminated or completed offering for which general solicitation is not permitted;
  • A terminated or completed offering for which general solicitation is permitted and made only to qualified institutional buyers (QIBs) and institutional accredited investors (IAIs); and
  • An offering for which general solicitation is permitted that terminated or was completed more than 30 days prior to the commencement of the registered offering.

The SEC has noted that “[o]ffers and sales preceding registered offerings that do not involve general solicitation are generally not the type of offerings that, when taken together, appear to be susceptible to concerns relating to the prior offers and sales conditioning the market for the registered offering.” Regarding the third bullet point set forth above, the SEC underscored that Rule 152(b)(3)(iii) does not impose an additional requirement beyond that set forth in the 30-day safe harbor of new Rule 152(b)(1), but rather is meant to clarify the application of that provision to subsequent registered offerings.

4.  Safe Harbor 4 (Rule 152(b)(4)):  Offers and sales made in reliance on an exemption for which general solicitation is permitted will not be integrated if made subsequent to any terminated or completed offering. According to the SEC, offers and sales that precede an exempt offering that permits general solicitation generally are not the type of transaction that will condition the market for the subsequent offering.

The adopting release offered guidance on an issuer’s ability to rely on Rule 152(b)(4) in an offering that was commenced in reliance on an exemption that did not permit general solicitation, but where the issuer subsequently wished to continue in reliance on an exemption that does permit general solicitation. The SEC’s view was that the issuer may rely on Rule 152(b)(4) if, for example, the issuer commenced an offering under Rule 506(b) (which prohibits general solicitation) and, thereafter, engaged in general solicitation in reliance on Rule 506(c), so long as once the issuer engages in general solicitation, it relies on Rule 506(c) for all subsequent sales. That is, the Rule 506(b) offering is effectively terminated. Sales must be made exclusively to accredited investors as per Rule 506(c), and the issuer must take reasonable steps to verify the accredited investor status of each purchaser. The use of general solicitation in reliance on Rule 506(c) will not affect the exempt status of prior offers and sales under Rule 506(b). The SEC also noted that it is unnecessary for an issuer to use different offering materials for offerings that rely on different exemptions, so long as the issuer satisfies the disclosure and other requirements of each exemption.

C. Commencement and Termination or Completion of Offerings

Rule 152’s non-integration provisions are tied to the “commencement” and “termination or completion” of two or more offerings. Rules 152(c) and (d) provide a non-exclusive list of factors to consider in determining when an offering has commenced, and when it has terminated or been completed. Rule 152(c) provides that an offering of securities will be deemed to have commenced at the time the first offer of securities in the offering is made by either the issuer or its agents. Rule 152(d) provides that an offering will be deemed terminated or completed when an issuer and its agents cease efforts to make further offers to sell the issuer’s securities in such offering. Rule 152 also provides additional guidance with respect to specific exemptions as detailed below.

In the case of offerings under Section 4(a)(2), Regulation D, Rule 147 or Rule 147A, an offering is commenced on the date the issuer first makes an offer in reliance on those exemptions. The offering is terminated or completed on the later of the date (a) the issuer enters into a binding commitment to sell all securities to be sold under the offering (subject only to conditions outside the investors’ control) or (b) the issuer and its agents cease efforts to make further offers to sell securities in such offering.

Private communications between an issuer or its agents and prospective investors in an exempt offering in which general solicitation is prohibited (e.g., Rule 506(b) or Section 4(a)(2)) may be considered the commencement of an offering if such private communication involves an offer of securities. In addition, Rule 152(c) provides that, for purposes of new Securities Act Rule 241 (which allows for test-the-waters communications in contemplation of the commencement of an exempt offering), the commencement of an offering is the date the issuer first makes a generic offer soliciting interest in a contemplated securities offering for which the issuer has not yet determined on which exemption under the Securities Act it will rely.

Rule 152 treats testing-the-waters communications under Securities Act Section 5(d) (relating to emerging growth companies (EGCs)) and Securities Act Rule 163B (relating to non-EGCs) for registered offerings differently from those allowed under exempt offerings. Specifically, communications between an issuer, or its agents and underwriters, and qualified institutional buyers (QIBs) and institutional accredited investors (IAIs), including those that would qualify for the safe harbor in Section 5(d) and Rule 163B, will not be considered to be the commencement of a registered public offering for purposes of Rule 152. By contrast, “the commencement of private communications between an issuer, or its agents, including private placement agents, and prospective investors in an exempt offering in which general solicitation is prohibited, such as under Rule 506(b) or Section 4(a)(2), may be considered as the commencement of the nonpublic exempt offering for purposes of new Rule 152, if such private communication involves an offer of securities.”

A Regulation A offering commences on the earlier of the date the issuer first makes a test-the-waters communication under Rule 255 or the public filing with the SEC of a Form 1-A offering statement. It is terminated or completed on: (a) the withdrawal of an offering statement under Rule 259(a); (b) the filing of an exit report on Form 1-Z pursuant to Rule 257(a) not later than 30 days after termination or completion of a Tier 1 offering; (c) the declaration by the SEC that the offering statement has been abandoned under Rule 259(b); or (d) for a delayed or continuous offering, the date after the third anniversary of the date the offering statement was initially qualified, or any earlier date on which the offering terminates by its terms.

A crowdfunding offering commences on the earlier of the date the issuer first makes a test-the-waters communication under new Reg CF Rule 206 or the public filing with the SEC of a Form C offering statement. It terminates on the deadline to reach the target offering amount identified in the offering materials pursuant to Reg CF Rule 201(g) or indicated by the Reg CF intermediary in any notice to investors delivered under Reg CF Rule 304(b).

In the context of a public offering, and as indicated above, offers by the issuer, or persons acting on behalf of the issuer, are limited exclusively to qualified institutional buyers (QIBs) and institutional accredited investors (IAIs), including those that would qualify for the safe harbor in Section 5(d) and Rule 163B, will not be considered the commencement of a registered offering for purposes of Rule 152.

In terms of shelf-registrations, a registered, continuous public offering that commences promptly on the date of initial effectiveness of the related Form S-3 registration statement will be deemed to commence on the date the issuer first filed its Form S-3 registration statement for the offering with the SEC. Termination or completion of a continuous offering could be evidenced by (a) the filing of a prospectus supplement under Rule 424(c), (b) the filing of an amendment indicating that the offering has been terminated or completed, or (c) any other factors that indicate that the issuer has abandoned or ceased its public selling efforts in furtherance of the offering (e.g., by filing of a Form 8-K under the Exchange Act or the issuance of a widely disseminated public disclosure by the issuer, or its agents, informing the market of the offering’s termination or completion). Termination or completion of the offering may also occur as a result of an offering terminating by its terms or the withdrawal, abandonment or expiration (after the third anniversary of the initial effective date) of the Form S-3 registration statement.

Also in terms of a shelf-registration, a registered, delayed offering will be deemed to commence on the earliest date on which the issuer or its agents commence public efforts to offer and sell the securities, which could be evidenced by the earlier of (a) the first filing with the SEC of a prospectus supplement describing the shelf offering or (b) the issuance of a widely disseminated public disclosure, such as a press release, confirming the commencement of the offering. Termination or completion of a shelf offering may be evidenced by the same factors as those for registered, continuous offerings as described in the previous paragraph. Note that a shelf offering may be deemed terminated or completed even though the issuer’s shelf registration statement may still have securities placed up on the shelf and thus available to offer and sell in a later offering. Since a particular shelf offering may be deemed terminated or completed in accordance with Rule 152, offerings under shelf registration statements can rely on the 30-day safe harbor of new Rule 152(b)(1) even though a later offering may take place under the same registration statement.

The full text of new Rule 152 appears below:

Rule 152. Integration.

This section provides a general principle of integration and non-exclusive safe harbors from integration of registered and exempt offerings. Because of the objectives of this rule and the policies underlying the Act, the provisions of this rule will not have the effect of avoiding integration for any transaction or series of transactions that, although in technical compliance with the rule, is part of a plan or scheme to evade the registration requirements of the Act.

(a) General principle of integration. If the safe harbors in paragraph (b) of this section do not apply, in determining whether two or more offerings are to be treated as one for the purpose of registration or qualifying for an exemption from registration under the Act, offers and sales will not be integrated if, based on the particular facts and circumstances, the issuer can establish that each offering either complies with the registration requirements of the Act, or that an exemption from registration is available for the particular offering.

In making this determination:

(1) For an exempt offering prohibiting general solicitation, the issuer must have a reasonable belief, based on the facts and circumstances, with respect to each purchaser in the exempt offering prohibiting general solicitation, that the issuer (or any person acting on the issuer’s behalf) either:

(i) Did not solicit such purchaser through the use of general solicitation; or
(ii) Established a substantive relationship with such purchaser prior to the commencement of the exempt offering prohibiting general solicitation; and

(2) For two or more concurrent exempt offerings permitting general solicitation, in addition to satisfying the requirements of the particular exemption relied on, general solicitation offering materials for one offering that includes information about the material terms of a concurrent offering under another exemption may constitute an offer of securities in such other offering, and therefore the offer must comply with all the requirements for, and restrictions on, offers under the exemption being relied on for such other offering, including any legend and communications requirements.

(b) Safe harbors. No integration analysis under paragraph (a) of this section is required; if any of the following non-exclusive safe harbors apply:

(1) Any offering made more than 30 calendar days before the commencement of any other offering, or more than 30 calendar days after the termination or completion of any other offering, will not be integrated with such other offering, provided that for an exempt offering for which general solicitation is not permitted that follows by 30 calendar days or more an offering that allows general solicitation, the provisions of Rule 152(a)(1) shall apply.

(2) Offers and sales made in compliance with Rule 701, pursuant to an employee benefit plan, or in compliance with Rules 901 through 905 (Regulation S) will not be integrated with other offerings;

(3) An offering for which a registration statement under the Act has been filed will not be integrated if it is made subsequent to:

(i) A terminated or completed offering for which general solicitation is not permitted;
(ii) A terminated or completed offering for which general solicitation is permitted made only to qualified institutional buyers and institutional accredited investors; or
(iii) An offering for which general solicitation is permitted that terminated or completed more than 30 calendar days prior to the commencement of the registered offering; or

(4) Offers and sales made in reliance on an exemption for which general solicitation is permitted will not be integrated if made subsequent to any terminated or completed offering.

(c) Commencement of an offering. For purposes of this section, an offering of securities will be deemed to be commenced at the time of the first offer of securities in the offering by the issuer or its agents. The following non-exclusive list of factors should be considered in determining when an offering is deemed to be commenced. Pursuant to the requirements for registered and exempt offerings, an issuer or its agents may commence an offering in reliance on:

(1) Rule 241, on the date the issuer first made a generic offer soliciting interest in a contemplated securities offering for which the issuer had not yet determined the exemption under the Act under which the offering of securities would be conducted;

(2) Section 4(a)(2) of the 1933 Act, Rules 501 through 508 (Regulation D), or Rule 147 or Rule 147A, on the date the issuer first made an offer of its securities in reliance on these exemptions;

(3) Rules 251 through 263 (Regulation A), on the earlier of the date the issuer first made an offer soliciting interest in a contemplated securities offering in reliance on Rule 255, or the public filing of a Form 1-A offering statement;

(4) Regulation Crowdfunding Rules 100 through 503, on the earlier of the date the issuer first made an offer soliciting interest in a contemplated securities offering in reliance on Regulation Crowdfunding Rule 206, or the public filing of a Form C offering statement; and

(5) A registration statement filed under the Act, in the case of:

(i) A continuous offering that will commence promptly on the date of initial effectiveness, on the date the issuer first filed its registration statement for the offering with the Commission, or
(ii) A delayed offering, on the earliest date on which the issuer or its agents commenced public efforts to offer and sell the securities, which could be evidenced by the earlier of:

(A) The first filing of a prospectus supplement with the Commission describing the delayed offering, or
(B) The issuance of a widely disseminated public disclosure, such as a press release, confirming the commencement of the delayed offering.

Note to paragraph (c)(5): Offers by the issuer, or persons acting on behalf of the issuer, limited exclusively to qualified institutional buyers and institutional accredited investors, including those that would qualify for the safe harbor in Rule 163B, will not be considered the commencement of a registered offering for purposes of this section.

(d) Termination or completion of an offering. For purposes of this section, the termination or completion of an offering is deemed to have occurred when the issuer and its agents cease efforts to make further offers to sell the issuer’s securities under such offering. The following non-exclusive list of factors should be considered in determining when an offering is deemed to be terminated or completed including for offerings made in reliance on:

(1) Section 4(a)(2), Regulation D, or Rules 147 or 147A, on the later of the date:

(i) The issuer entered into a binding commitment to sell all securities to be sold under the offering (subject only to conditions outside of the investor’s control); or
(ii) The issuer and its agents ceased efforts to make further offers to sell the issuer’s securities under such offering;

(2) Regulation A, on:

(i) The withdrawal of an offering statement under Rule 259(a);
(ii) The filing of a Form 1-Z with respect to a Tier 1 offering under Rule 257(a);
(iii) The declaration by the Commission that the offering statement has been abandoned under Rule 259(b); or
(iv) The date, after the third anniversary of the date the offering statement was initially qualified, on which Rule 251(d)(3)(i)(F) prohibits the issuer from continuing to sell securities using the offering statement, or any earlier date on which the offering terminates by its terms;

(3) Regulation Crowdfunding, on the deadline of the offering identified in the offering materials pursuant to Rule 201(g), or indicated by the Regulation Crowdfunding intermediary in any notice to investors delivered under Rule 304(b); and

(4) A registration statement filed under the Act:

(i) On the withdrawal of the registration statement after an application is granted or deemed granted under Rule 477;
(ii) On the filing of a prospectus supplement or amendment to the registration statement indicating that the offering, or particular delayed offering in the case of a shelf registration statement, has been terminated or completed;
(iii) On the entry of an order of the Commission declaring that the registration statement has been abandoned under Rule 479;
(iv) On the date, after the third anniversary of the initial effective date of the registration statement, on which Rule 415(a)(5) prohibits the issuer from continuing to sell securities using the registration statement, or any earlier date on which the offering terminates by its terms; or
(v) Any other factors that indicate that the issuer has abandoned or ceased its public selling efforts in furtherance of the offering, or particular delayed offering in the case of a shelf registration statement, which could be evidenced by:

(A) The filing of a Current Report on Form 8-K; or
(B) The issuance of a widely disseminated public disclosure by the issuer, or its agents, informing the market that the offering, or particular delayed offering, in the case of a shelf registration statement, has been terminated or completed.

Note to Rule 152(d)(4): A particular delayed offering may be deemed terminated or completed, even though the issuer’s shelf registration statement may still have an aggregate amount of securities available to offer and sell in a later delayed offering.


This memorandum is a summary for general information and discussion only and may be considered an advertisement for certain purposes. It is not a full analysis of the matters presented, may not be relied upon as legal advice, and does not purport to represent the views of our clients or the Firm. Alicja Biskupska-Haas, an O’Melveny partner licensed to practice law in New York, Tracie Ingrasin, an O’Melveny partner licensed to practice law in New York, and Marina G. Richter, an O’Melveny counsel licensed to practice law in New York and Russia, contributed to the content of this newsletter. The views expressed in this newsletter are the views of the authors except as otherwise noted.

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