University of Texas School of Law
2015 Securities Regulation Primer:
The Nuts and Bolts of a Private Private Placement
Dallas Feb 11, 2015 Cityplace Conference Center
Conference Concluded
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PRESENTED WITH
The Texas State Securities Board
The Fort Worth Regional Office of the U.S. Securities and Exchange Commission
The Business Law Section of the State Bar of Texas

UT Law CLE

2015 Securities Regulation Primer: The Nuts and Bolts of a Private Private Placement

Program Features
The Nuts and Bolts of a Private Private Placement provides an overview of securities laws, including when to do a 506(b) Private Placement. What does “private” mean? What do you owe investors? Who is a suitable investor? How do you decide which risk factors to include in the memorandum? Get the answers to these questions and more.
 
Stay on for the 37th Annual Conference on Securities Regulation and Business Law for two full days of comprehensive discussions on relevant topics for those representing or working for public or private companies on business, financial and governance matters.

UT Law CLE

2015 Securities Regulation Primer: The Nuts and Bolts of a Private Private Placement

8/24/19
Schedule

Wednesday Afternoon, Feb. 11, 2015

Presiding Officer:
Shanna Nugent, The Law Offices of Shanna Nugent, P.C. - Addison, TX

12:00 pm
Registration Opens

Includes light refreshments.

12:55 pm
Welcoming Remarks

1:00 pm

0.75 hr

Let’s Raise Some Money!

An overview of securities law and when to do a 506(b) Private Placement.

Christina W. Marshall, Haynes and Boone, LLP - Richardson, TX

1:45 pm

0.50 hr

What Does “Private” Mean (Anymore): What Is Legal?

What is public solicitation? When does the use of the internet or social media constitute public solicitation? How do you handle a client who “gun jumps” the private placement? What is a substantial preexisting relationship? How do you pre-qualify investors? Learn the answers to these questions and review a sample investor questionnaire.

Jason M. Daniel, Akin Gump Strauss Hauer & Feld LLP - Dallas, TX

2:15 pm

0.50 hr

What Does “Private” Mean: Communication to the Market and Selling the Offering

How do you attract attention to your securities if you cannot publicly solicit? Where do you find potential investors? What is the role of crowdfunding intermediaries?      

Joy Schoffler, Leverage PR - Austin, TX

2:45 pm
Break

3:00 pm

0.75 hr

What You Owe Investors: Disclosure of Information

What disclosure is required in a private placement? What is a Private Placement Memorandum (PPM) and what information must it contain? What are the different disclosure requirements for an accredited investor versus an unaccredited investor? Learn how to craft certain sections of a PPM, including descriptions of the offering, the company, the principals, and the industry.

Alex Frutos, Jackson Walker L.L.P. - Dallas, TX

3:45 pm

0.75 hr

What You Owe Investors: What Are the Real Risks of the Investment?

In drafting the private placement memorandum, how do you decide which risk factors to include? Learn how to draft specific risk factors for the deal and what risk factors you should include in almost every private placement memorandum.

Moderator:
Carol Bavousett Mattick, CBM PLLC - Austin and San Antonio, TX
Panelists:
Richard A. Tulli, Gardere Wynne Sewell LLP - Dallas, TX
Wayne M. Whitaker, Whitaker Chalk Swindle & Schwartz PLLC - Fort Worth, TX

4:30 pm
Break

4:45 pm

0.50 hr

How the Investor Obligates Him or Herself: Subscription Agreements

Who is a suitable investor and how does he or she become obligated to invest? What are “bad boy” representations and how do they affect the private placement? Learn the issues involved with having certain types of investors, e.g. individuals, entities, IRAs and trusts, and review a sample subscription agreement.

George T. Lee III, Gardere Wynne Sewell LLP - Dallas, TX

5:15 pm

0.50 hr

Trying to Keep Track: Form D and Blue Sky Laws

Learn how to electronically file Form D with the SEC and how to comply with state "blue sky" laws. Review sample Form Ds and notice filing documents, and discuss timelines and mandatory amendments.

J.R. Morgan, J.R. Morgan LLP - Austin, TX

5:45 pm
Adjourn

UT Law CLE

2015 Securities Regulation Primer: The Nuts and Bolts of a Private Private Placement

Faculty

Conference Faculty

Jason M. Daniel
Akin Gump Strauss Hauer & Feld LLP
Dallas, TX
Alex Frutos
Jackson Walker L.L.P.
Dallas, TX
George T. Lee III
Gardere Wynne Sewell LLP
Dallas, TX
Christina W. Marshall
Haynes and Boone, LLP
Richardson, TX
Carol Bavousett Mattick
CBM PLLC
Austin and San Antonio, TX
J.R. Morgan
J.R. Morgan LLP
Austin, TX
Joy Schoffler
Leverage PR
Austin, TX
Richard A. Tulli
Gardere Wynne Sewell LLP
Dallas, TX
Wayne M. Whitaker
Whitaker Chalk Swindle & Schwartz PLLC
Fort Worth, TX

Planning Committee

Carol Bavousett Mattick—Chair
CBM PLLC
Austin and San Antonio, TX
Zach Wolfe—Vice-Chair
Zach Wolfe Law Firm, PLLC
The Woodlands, TX
Shanna Nugent—Vice-Chair
The Law Offices of Shanna Nugent, P.C.
Addison, TX
Christina W. Marshall—Vice-Chair
Haynes and Boone, LLP
Richardson, TX

UT Law CLE

2015 Securities Regulation Primer: The Nuts and Bolts of a Private Private Placement

Credit Information

MCLE Credit

Texas
4.25 hrs
Legal Specialization(s): Administrative Law, Civil Appellate Law, Civil Trial Law
Additional Information
A Texas MCLE Reporting Form will be included in your course materials. Please complete and return to the registration desk and UT Law CLE will report credit on your behalf to the State Bar of Texas, or you can self-report your credit directly to the State Bar of Texas at texasbar.com. A Certificate of Attendance will be provided at the conference to keep for your records.  
California
4.25 hrs
Additional Information
At the conference, you will need to sign in on the Record of Attendance form at the registration desk. Self-report your CLE credit directly to the State Bar of California at calbar.ca.gov. You will receive a Certificate of Attendance at the conference to keep for your records. UT Law CLE will maintain Attendance Records for four years.  
Oklahoma
5.00 hrs
Additional Information
At the conference, you will need to sign in on the Record of Attendance form at the registration desk. You will receive a Certificate of Attendance at the conference to keep for your records. UT Law CLE will report credit on your behalf to the Oklahoma Bar Association within 30 days after the conference.
Other States
Note on Self-Reporting Your Credits in Another State
If you wish to satisfy MCLE or other professional education requirements in another state for a program offered by the University of Texas School of Law, please check with the state bar or other licensing authority in that state before taking the program to ensure it will qualify for self-reporting your credits.

Other Credit

TX Accounting CPE
5.00 hrs
Additional Information
The University of Texas School of Law (Provider #250) live conferences are presumptively approved by The Texas State Board of Public Accountancy for Texas Accounting CPE credit based on a 50-minute credit hour. Approved for general CPE credit only.

At the conference, you will need to sign in on the Accounting CPE Record of Attendance form at the registration desk. You will receive a Texas Accounting Certificate of Completion at the conference for your records. Self-report your CPE credit directly to TSBPA. UT Law CLE will maintain Attendance Records for four years.  

UT Law CLE

2015 Securities Regulation Primer: The Nuts and Bolts of a Private Private Placement

Key Dates

Dallas

  • Last day for Individual early registration: Feb 6, 2015
    Add $25 for registrations received after this time
  • Last day for cancellation (full refund): Feb 6, 2015
  • Last day for cancellation (partial refund): Feb 9, 2015
    $50 processing fee applied

UT Law CLE

2015 Securities Regulation Primer: The Nuts and Bolts of a Private Private Placement

Hotel / Venue