New Developments in Regulatory Compliance, Financing, M&A Strategies and Fiduciary Obligations

Navigating securities laws can be particularly challenging for emerging companies that need to finance growth, compensate employees and ultimately structure an “exit” for investors. Legal budgets for emerging companies are often tight, placing a premium on quick but comprehensive issue-spotting and practical solutions. Strict compliance with securities laws can sometimes be seen as a “nice to have” rather than a “must have” for emerging companies anxious to close a financing round or incent employees with stock, but non-compliance can have disastrous consequences down the road.

As policy makers adopt new rules in the wake of the recent financial crisis and simultaneously struggle to find solutions to a stagnant economy, various reform proposals have emerged for securities laws relevant to emerging company efforts to raise capital. We will provide an update on activities at the congressional level. In addition, the Securities and Exchange Commission (SEC) has created an Advisory Committee on Small and Emerging Companies that is taking a fresh look at key rules in this area.

Among the topics Congress and the SEC are focusing on for reform are: (1) “crowdfunding,” (2) the ban on general solicitation for Regulation D offerings, (3) the number of shareholders triggering SEC registration and how shareholders are counted, and (4) relaxed/scaled disclosure requirements for smaller SEC-reporting companies.

This seminar will focus on the particular issues faced by emerging companies in navigating the securities laws, discuss the reforms that have been recently proposed or adopted and examine recent trends and developments in “exit” strategies.