This program was previously recorded on November 20, 2019.
Closely held companies raise capital through private placements, an offering of stock or other securities to private investors. Offerings of every size must comply with a dense set of federal securities regulation that require the offering of securities to be registered with the Securities and Exchange Commission or qualify for an exemption from registration, mostly commonly Regulation D. Failure to understand the regulatory framework and draft private placement documents exposes the offering company to substantial financial liability. This program will provide you with a practical guide to planning private placements, drafting the operative agreements, and understanding the regulatory framework governing them.
- How private placements are used as a practical matter in capital raises
- Understanding the securities law and regulatory framework of private placements
- Reliance on Reg. D safe harbor to avoid registration – amounts raised, accredited investor, timeframes, non-solicitation
- Understanding exempt securities v. exempt offerings
- Practical guidance on drafting subscription agreements
- Understanding disclosures in offering documents and liability for issuer of securities
- Special issues for small private placements
- Crowdfunding as a capital raising tool
S. Lee Terry is a partner in the Denver office of Davis, Graham & Stubbs, LLP, where he has a broad corporate and securities practice. He advises clients on mergers and acquisitions, joint ventures, partnership agreements, licensing and other technology related contracts. He has an active practice advising private companies, ranging from capital raising and major transactions to dispute resolution and investigations. He also has an extensive securities law practice, including various types of capital raising transactions. Earlier in his career, he worked in the Office of General Counsel of the Securities and Exchange Commission. Mr. Terry earned his A.B. from the University of Michigan and his J.D. from Wayne State University.
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