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Fundamentals of Securities Law (Teleseminar)
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Fundamentals of Securities Law (Teleseminar)

2 CLE hours

3/17/2015 to 3/18/2015
When: 03/17/2015 to 03/18/2015
1:00 PM to 2:00 PM
Contact: (404) 521-0781

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One-hour CLE programs are just a phone call away
Convenient, affordable, timely and informative
An 800 number connects you to nationally recognized practice leaders who will speak on important issues and emerging trends in the law. You can also pose your own questions to the speakers. Written materials and other details are emailed in advance to pre-registrants.

Fundamentals of Securities Law - 2 CLE hours

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:

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, etc.
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

Day 2 – March 18, 2015:

Guide to securities law issues and traps in raising capital – equity and debt
Restrictions on marketing a private placement – non-solicitation requirements, and timeframes
Nature of registration requirements and related costs
Exemption planning - Reg. D, small offerings, intrastate offerings, non-public offers, etc.
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


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.

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