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

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Overview

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.

Event Schedule

Program is subject to change.
All times are Central Time Zone.

Time

Credit

Subject

Speaker
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

Download Schedule

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

Christina W. Marshall—Vice-Chair

Haynes and Boone, LLP
Richardson, TX

Shanna Nugent—Vice-Chair

The Law Offices of Shanna Nugent, P.C.
Addison, TX

Zach Wolfe—Vice-Chair

Zach Wolfe Law Firm, PLLC
The Woodlands, TX

Credit Info

Dallas

MCLE Credit

Texas – 4.25 hrs
Legal Specialization(s): Administrative Law, Civil Appellate Law, Civil Trial Law

You may claim your credit online in Your Briefcase, and UT Law CLE will report credit on your behalf to the State Bar of Texas. A Certificate of Attendance will be provided in Your Briefcase for your records. The system reports Texas CLE credit every Monday. If you are claiming credit in the last week of your birth month, self-report your CLE credit directly to the State Bar of Texas at texasbar.com

California – 4.25 hrs

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 must claim your credit online in Your Briefcase, and will then be provided a Certificate of Attendance for your records. UT Law CLE will maintain Attendance Records for four years.

Oklahoma – 5.00 hrs

At the conference, you will need to sign in on the Record of Attendance form at the registration desk. You must claim your credit online in Your Briefcase, and will then be provided a Certificate of Attendance for your records. UT Law CLE will report credit on your behalf to the Oklahoma Bar Association within 30 days after the conference.

Other Credit

TX Accounting CPE – 5.00 hrs

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 are welcome to sign in on the Accounting CPE Record of Attendance form at the registration desk, but we are now reporting all credit online. You will receive a Texas Accounting Certificate of Completion in Your Briefcase. Self-report your CPE credit directly to TSBPA. UT Law CLE will maintain Attendance Records for four years.

Contact Laura Tolin, ltolin@law.utexas.edu, if you have additional questions.

Key Dates

Dallas – Feb 11, 2015 – Cityplace Conference Center

Conference Concluded

Buy

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

$50 processing fee applied after this date

Last day for cancellation: Feb 9, 2015

Venue

Cityplace Conference Center

2711 North Haskell Avenue
Dallas, TX
214.515.5100
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Accommodations

Complimentary self-parking.

Nearby Hotel Accommodations

Warwick Melrose Hotel Dallas

3015 Oak Lawn Avenue
Dallas, TX 75219
214.521.5151 (reservations)
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