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About the Teleseminar
Closely held companies are subject to securities regulation as much as large, publicly traded companies. Though the areas of emphasis may vary between smaller and larger companies, federal securities regulation imposes a host of eligibility and disclosure requirements when closely held companies raise capital and substantial liability for any compliance failure. Whenever a company brings on a new investor, it is required to either register the securities with the SEC (a timely consuming and very costly process) or rely on an exemption from registration. Also, rapidly growing private companies issuing incentive stock to employees and new investors also risk triggering “reporting company” status under federal securities law, which would impose ongoing reporting obligations on the private company. This program will provide you with a detailed guide to how securities law applies when closely held companies issue new equity or debt, with an emphasis drafting subscription agreements, and planning to avoid “reporting company” status.
- Securities law issues for closely held companies in capital raising and “reporting company” status
- Comprehensive framework of securities law requirements when issuing equity, debt or incentive securities
- Subscription agreements – essential components to ensure adequate disclosure and avoid financial liability
- Exemption planning – Regulation D, accredited investors v. qualified purchasers, non-solicitation, and disclosures
- Understanding exempt securities v. exempt offerings
- How closely held companies trigger “reporting company” status and techniques to avoid it
About the Speakers
Eric R. Smith is a partner in the Baltimore, Maryland office of Venable, LLP, where he represents closely held and publicly traded companies in capital raising transactions, mergers and acquisitions, and joint ventures. He has extensive experience advising companies on securities compliance issues in capital raising, periodic reporting, the fiduciary duties of directors and communications with stockholders. He is a member of the ABA Committee on Federal Regulation of Securities and the Committee on Corporate Governance. Mr. Smith earned his B.S. from Cornell University, his J.D. from the University of Baltimore School of Law, and his LL.M. in securities and financial regulations from Georgetown University Law Center.
Tyler J. Sewell is an attorney in the Denver office of Morrison & Foerster, LLP, where he specializes in mergers and acquisitions. He focuses his practice on advising financial and strategic buyers and sellers in public and private M&A transactions and complex corporate transactions. He negotiates and documents leveraged acquisitions, divestitures, asset acquisitions, stock acquisitions, mergers, auction transactions, and cross-border transactions. Mr. Sewell received his B.S., with merit, in ocean engineering from the United States Naval Academy and his J.D., magna cum laude, from the University of Pennsylvania Law School.
Mandatory MCLE Credit Hours
This seminar qualifies for 1.0 MCLE Credit Hour