Much of what lawyers have understood about private placements was upended in 2012 by the JOBS Act (Jumpstart Our Business Startups), which many have called the most radical amendment to federal securities regulation since the Securities Exchange Act of 1934. Every lawyer engaged in capital-raising must have current expertise in private placements and Regulation D, and understand the expanded liability risks at the federal and state and regulatory levels. SEC enforcement and FINRA oversight efforts reveal an increased number of prosecutions and enforcement actions involving private placements. Most capital in the U.S. is raised by private placements, entities ranging from small start-ups to the largest international public companies, angel investors, venture capital firms, investment funds, and real estate vehicles. Our panel of experienced practitioners and regulators presents a review of current federal and state laws and regulations relevant to private placements, and provide practical advice for handling private placements.