Securities Issues in Closely Held Companies-Audio Webcast
November 2017
Getting to Market: Sales and Distribution Agreements
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Program Description:
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 regulations establish a range of eligibility and impose disclosure requirements when closely held companies raise capital and substantial liability for any compliance failure. 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 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
- 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
Faculty:
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.
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AUDIO WEBCAST INFORMATION:
Course materials are provided in PDF format to all audio webcast participants.
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ACCREDITATION INFORMATION:
Each Audio Webcast has been submitted for 1 (or 2) General CLE Credit(s). Courses with an Ethics Component have been submitted for Ethics Credits accordingly.
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Each program will run from 11:00 a.m. to 12:00 p.m. M.T. (60 minutes each).
Registration Fees
| Non Member | $69.00 |
| CBA Member | $49.00 |
| CBA Real Estate Section Member | $39.00 |
| CLE ELITE Pass Holders | $0.00 |
- General Credits: 1.00
- Ethics Credits: 0.00
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Access Timely Topics and National Experts with CBA-CLE 1-Hour Audio Webcasts