Federal securities law has widespread application to business transactions from raising equity and debt capital to incentive compensation arrangements to mergers and acquisitions. This complicated body of law applies equally to partnerships and LLCs as to C and S Corporations, and sometimes even to other contractual arrangements that do not easily fit under the rubric of a "security." Understanding the broad sweep of securities law, how it effects common business transactions, and rise to litigation and liability for a client are essential learning for all business transactional lawyers. This program will provide you with real-world guide to how securities law applies to business transactions, including raising equity and debt capital, mergers and acquisitions, and common sources of litigation and liability for closely held companies.
Day 1 – March 17, 2015 - 1:00 p.m. EST:
- Framework of major federal securities law requirements and how they apply to closely held companies
- How the definition of “securities” includes corporate stock, LLC/partnerships interests, incentive compensation and other arrangements
- Disclosure requirements for closely held companies in transactions
- Scope and application of anti-fraud provisions and triggering “reporting company” status
- Planning the process to raise equity or debt from investors and rely on exemptions from registration
- Securities issues in mergers and acquisitions – stock-for-stock issues, disclosure and drafting issues
Please click to listen to the audio recording of Fundamentals of Securities Law, Part 1.
Day 2 – March 18, 2015 - 1:00 p.m. EST:
- Guide to securities law issues and traps in raising capital – equity and debt
- Restrictions on marketing a private placement – non-solicitation requirements, timeframes, and other restrictions
- Nature of registration requirements and related costs
- Exemption planning - Reg. D, small offerings, intrastate offerings, non-public offers, and offerings to employees
- Understanding exempt securities v. exempt offerings
- "Accredited investors" v. "qualified purchasers" status, and why it matters
- Practical guidance on drafting subscription and related agreements in capital raising
Please click to listen to the audio recording of Fundamentals of Securities Law, Part 2.
Speaker:
Eric 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.