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Private Placements: The Ultimate Guide

presented by NBI, Inc.
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Private Placements: The Ultimate Guide

Workshop Description/Agenda

Stay in Compliance with the SEC and Draft Solid Documents

From small start-ups to large multinational companies, private placements are one of the most common ways to raise business capital. But these agreements aren't quick and easy, they're complex and they come with a high degree of regulation. Join us as our experienced faculty walks you through the drafting process of a private placement agreement and shares tips for staying in compliance. Register today!

  • Stay in compliance with the SEC, the JOBS Act and Regulation D.
  • Select the right private placement structure for the deal.
  • Draft private placement memorandums while avoiding misrepresentation claims.
  • Know which securities regulations to be aware of when drafting documents.


10:00 am to 5:00 pm Eastern Standard Time
Presented by Russell C. Weigel III

  1. Getting Started: Private Placement Agreements Simplified
    10:00 - 10:45
    1. Overview of Private Placement Agreements
    2. What They are Used for; Pros and Cons
    3. Form 1-A (Superseded)
    4. Regulations A, A+, C, D and S - An Overview
    5. The Latest Public and Private Offering Rules
    6. SEC Crowdfunding Rules
    7. Problems That Many Companies Face
  2. The SEC and JOBS Act: What You Need to Know Now
    10:45 - 11:15
    1. The SEC and Private Offering Exemptions
    2. Applicable Laws
    3. The Context
  3. Regulation D Exemptions, Uses, Benefits and Disadvantages
    11:30 - 12:00
    1. Regulation D Rule 504 "Seed Capital"
    2. Regulation D Rule 505
    3. Regulation D Rule 506(b)
    4. New Regulation D Rules 506(c) and 506(d)
    5. Disqualifying Events
  4. Private Placement Structures: Did You Select the Right Option?
    12:00 - 12:45
    1. What is the Company's Circumstances?
    2. What are Your Capital Needs?
    3. Who is Providing the Capital?
    4. What States do the Investors Reside in?
    5. Who is Accredited?
    6. Relationship with Investors
    7. Who are the Investors? What are Their Financial Circumstances?
    8. When do the Investors Need the Capital Back?
    9. Investment Terms
    10. Commencement of the Audit
    11. Selection of the Correct Private Offering
  5. Drafting Strong Private Placement Docs
    1:15 - 2:00
    1. Seed Round vs. Preferred vs. Common vs. Convertible Notes
    2. How to Avoid Investors From Defaulting
    3. Deal-Specific Private Placement Memorandums
    4. Company's Purpose and Objectives
    5. Terms and Risk Factors
    6. Use of Proceeds and Transaction Expenses
    7. Financial Information
    8. Company's Results of Operations
    9. Liquidity, Resources, Capital and Going Concern Status
    10. Commitments and Agreements
    11. Liabilities, Arrangements and Accounting Policies
    12. Additional Information to Include
  6. Securities Regulations to Consider
    2:00 - 2:15
  7. Drafting the Rock-Solid Subscription Agreement
    2:15 - 3:00
    1. State Disclaimers
    2. Finder Fees
    3. The PPM
    4. Arbitration Clause
    5. Accreditation of the Investor
    6. Sophisticated and Knowledgeable
    7. Solicitation and Advertising
    8. Indemnification
    9. No Tax Law Reliance
    10. Securities are Callable or Redeemable
    11. Rejection of a Subscription
    12. Investment Intent
    13. Choice of Law/Venue
  8. Seed Rounds
    3:15 - 4:00
    1. Uses of Seed Rounds
    2. Types of Seed Rounds: Pros and Cons
      1. Friends and Family Rounds
      2. Angel Funding
      3. Crowdfunding
  9. Avoiding Top Ethical Issues
    4:00 - 5:00
    1. Legal Ethics Rules: From Model Rules, State RPC to Formal and Informal Ethics Opinions
    2. Key Attorney Duties
    3. Attorney-Client Relationship: Top Malpractice Risks and How to Prevent Them
    4. Attorney Dealings with Third Parties
    5. Common Administrative and Procedural Errors That Lead to Discipline

Who Should Attend

This course is designed for attorneys. Banking professionals, financial planners and paralegals may also benefit.

Additional Information

Training Provider: NBI, Inc.

Course Topics: Law Training > Asset Protection/Estate Planning

Training Course Summary: Private Placements: The Ultimate Guide

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