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
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