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
Eric R. Smith, Venable, LLP – Baltimore, Maryland