Agenda:  

 

8:00 am  

Registration and Continental Breakfast  

 

8:30 am  

- A general overview of federal and Colorado laws regulating the offer and sale of securities

- The applicability of the securities laws to various forms of business entities and investments (including non-entity transactions, such as undivided interests in real estate and mineral properties)

- Debt and equity transactions involving securities

- Methods of avoiding classification of a transaction as a securities transaction where possible.  

 

9:30 – 10:30 am  

- The exemptions available, including:  

         §4(a)(2) and §4(a)(5)  

         Regulation D  

         Intrastate exemption under federal law  

         Available exemptions from registration under the Colorado Securities Act  

         Other state law

- The requirements for a private placement, including:  

         Prohibitions of general advertising for and public solicitation of potential investors  

         Requirements for investor sophistication and financial status  

         Information requirements for offerings involving accredited investors only as well as when the offering may be directed to non-accredited investors  

         Filing requirements

- The use of projections in disclosure documents for private placements

- The applicability of the “bespeaks caution” doctrine and various safe harbors

- Fund escrow agreements

- Subscription agreements and offeree questionnaires

- Resale restrictions that are applicable to securities issued in private placements

- Closing requirements for a private placement  

 

10:30 am  

Networking Break  

 

10:40 am  

Conditions and Mechanics of a Private Placement (continued)

11:30 am  

- The use of e-mail and issuer (or other person’s) websites in connection with private placements

- The effect of electronic communications on the private placement and other capital raising activities

- Issues under both federal and Colorado law

- NASAA’s “Resolution Regarding Securities Offered on the Internet”

- Rule 506(c) providing for the general solicitation of accredited investors

- Compliance and disclosure interpretations issued by the SEC

- Crowdfunding, both as adopted in Colorado (C.R.S. § 11-51-308.5) and by the Securities and Exchange Commission (Regulation CF, December 2015)

12:10 pm  

Lunch (on your own)

1:30 pm  

- Placement agents

- Financial advisors

- Others who assist companies in private placement financing

- Registration requirements under federal and state law for broker-dealers

- Limited exemptions available for finders

- Federal and Colorado developments relating to M&A brokers  

 

2:00 pm  

Like any other business, when seeking capital owners and operators of dispensaries, growers, and other participants in the marijuana business must comply with federal and state securities regulation. There are some unique aspects of the marijuana business that may make compliance more difficult, including:

- the limitation on the characteristics of “owners” of marijuana businesses,

- the apparent widespread use of finders locating investors for the industry; and,

- disclosure of the fact that the marijuana industry which is legal in Colorado remains illegal under federal law and the laws of neighboring states.

2:30 pm  

Networking Break  

 

2:40 pm  

- The bases for civil, criminal, and administrative liability under federal and Colorado law

- How the securities regulators find out about potential violations

- How regulators prosecute alleged violators

- Civil and criminal enforcement

- Private rights of action

- Cease-and-desist authority of the Colorado securities commissioner  

 

3:20 pm  

- Ethical issues of counsel under the rules adopted by the SEC under §307 of the Sarbanes-Oxley Act of 2002 and how these impact counsel for private businesses attempting private placements

- The applicability of the Colorado Rules of Professional Conduct to counsel’s role in the private placement process, including due diligence, document preparation, and counseling the client

- Whether counsel can accept limitations imposed by the client on counsel’s role in the transaction

- Rules 1.1 (competence)

- Rule 1.2 (scope), 1.6 (confidentiality)

- Rules 1.7-1.9 (conflicts of interest)

- Rule 1.13 (organization as a client)

- Rule 1.16 (declining or terminating representation)

- Rule 2.1 (advisor)

- Rule 2.3 (evaluation for use by third parties)

- Formal Opinions 68 (propriety of multiple representation)

- Formal Opinion 109 (acquiring an ownership interest in client)  

 

4:10 pm  

Adjourn  

   

CBA-CLE Large Classroom
1900 Grant Street, Suite 300
Denver, CO 80203