This Note reviews the circumstances under federal securities laws requiring issuers to integrate multiple offerings and methods to avoid integration. This Note reviews the applicable laws concerning private offerings completed before a registration statement is filed, concurrent private and public offerings (including a discussion on the Black Box letters), concurrent private offerings, a private offering following an abandoned public offering and an abandoned private offering followed by a public offering. It also contains a discussion of other SEC rules available to an issuer to avoid application of the integration doctrine.

On November 2, 2020, the SEC adopted a set of rule amendments intended to simplify, harmonize, and improve the exempt offering framework to promote capital formation and expand investment opportunities while preserving investor protections. The amendments establish a new integration framework for determining whether multiple securities transactions should be considered part of the same offering in one broadly applicable rule. The amendments became effective on March 15, 2021. Refer to Practice Note, Rule 152: Integration Framework for Exempt and Registered Offerings for an analysis of the integration of multiple offerings undertaken on March 15, 2021 or later.