Law Seminars International Presents: A New Comprehensive Conference on

Taking Advantage of the JOBS Act
New strategies for raising capital for emerging companies

(For this past program, we offer two options for purchase: a Homestudy (DVD and written materials) or written materials alone.)



May 3 & 4, 2012
Washington State Convention Center in Seattle, WA

Who Should Order This Homestudy

Attorneys, executives and other professionals who work with emerging companies on finance, equity compensation and M&A transactions

Why You Should Order

Sweeping new legislation - the Jumpstart Our Business Startups (JOBS) Act -- has just been passed as a major element in the effort to find solutions to a stagnant economy. The JOBS Act is a fundamental set of changes to the federal securities laws for emerging growth companies. The purpose of the legislation is to facilitate more flexible private capital raising, improve access to public capital markets and relax disclosure and Sarbanes Oxley requirements for up to five years after an IPO for a new class of public company, the "emerging growth company". On the private capital side, the JOBS Act relaxes the current prohibitions against general solicitation in private offerings, raises the threshold for triggering public company reporting, exempts "crowdfunding" offerings, increases flexibility for Regulation A offerings, and exempts offerings up to $50 million from SEC registration. Some critics of the legislation claim that these measures, particularly the exemption from auditor attestation of internal controls, will have an adverse impact on investor confidence. Other critics have expressed concern that aspects of the legislation, such as the new "crowdfunding" exemption, may go too far in eroding the protections afforded to small investors.

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 and reform proposals in this area.

This seminar will focus on the particular issues faced by emerging companies in raising capital, including navigating the securities laws, new JOBS Act provisions, and other reforms and trends that have been recently proposed or adopted.

Program Co-Chairs: Laura A. Bertin, Esq. of Summit Law Group PLLC and Casey M. Nault, Esq., of Graham and Dunn PC

What You Will Learn



Agenda

Thursday, May 03, 2012

8:00 am

Registration & Continental Breakfast

 
8:30 am

Introduction & Overview

Laura A. Bertin, Esq., Program Co-Chair
Summit Law Group / Seattle, WA

Bart E. Bartholdt, Esq., Of Counsel
Graham & Dunn PC / Seattle, WA

 
8:45 am

Overview of the JOBS Act

"Emerging growth companies" as a new class of issuer: Increased flexibility for Regulation A offerings; higher thresholds for triggering public company reporting; relaxed accounting standards; lower SEC compliance and disclosure burdens

Michael J. Erickson, Esq.
Summit Law Group / Seattle, WA

New crowdfunding and Regulation D provisions: What qualifies for relaxed registration requirements; who qualifies as an intermediary (funding portal) and what requirements do they have to meet; investor rights of rescission

Kristy T. Harlan, Esq.
K&L Gates LLP / Seattle, WA

 
10:00 am

Break: Coffee, Tea and Conversation

 
10:15 am

Finder's Fees and Other Issues with People Involved in Raising Capital

Dodd Frank "Bad Actor" proposed rules and risks to Rule 506 safe harbor: Covered persons, who qualifies as a "bad actor"; duty to investigate and take affirmative action; implications for startups and other companies raising capital under Rule 506

Patricia Murphy, Esq., Chief Counsel, Investment Banking
Keefe, Bruyette & Woods, Inc. / New York, NY

 
11:15 am

The Evolving Role of Angel Investors

The evolving boundaries of "appropriate" behavior by angel investors; factors that are stimulating changing norms; JOBS Act impacts on the market for angel financing; bridge and seed preferred round developments

Geoff Entress, Venture Partner
Voyager Capital / Seattle, WA

Charles P. Carter, Esq.
K&L Gates LLP / Seattle, WA

 
12:15 pm

Lunch (On Your Own)

 
1:30 pm

Private Offerings: Impact of the Elimination of Regulation D Rule 506 Prohibitions on General Solicitation

Requirement for all purchasers to be accredited investors as defined by the SEC; resale to qualified institutional buyers under Rule 144A; practical tips for ensuring that you take "reasonable steps" to verify that purchasers meet the requirements

William A. Carleton, III, Esq.
McNaul Ebel Nawrot & Helgren PLLC / Seattle, WA

 
2:15 pm

Secondary Markets for Private Equities: Case Study of SecondMarket

Case study of SecondMarket: How to create a controlled liquidity program for private company shares, satisfying shareholder liquidity needs and positioning the company for further growth

Annemarie Tierney, Esq., General Counsel and Corporate Secretary
SecondMarket Holdings Inc. / New York, NY

 
2:45 pm

Break: Soda, Tea and Conversation

 
3:00 pm

Is It Time to Revisit Corporate Structure?

Determining whether a C-Corp or LLC is better for the long run: tax drivers; control considerations; pros & cons of switching

Joseph M. Wallin, Esq.
Davis Wright Tremaine LLP / Seattle, WA

 
3:45 pm

Employee Benefits Including Equity Compensation

Stock options and appreciations rights; stock option re-pricing; determining whether a restricted stok issue will count towards the registration threshold; Section 409A and 83b elections; how the JOBS Act impacts use of stock options

Karrie J. Diaz, Esq.
K&L Gates LLP / Seattle, WA

Denny F. Wong, Esq.
Graham and Dunn PC / Seattle, WA

 
5:00 pm

Continue the Exchange of Ideas: Reception for Faculty and Attendees

Sponsored by Graham and Dunn PC and Summit Law Group PLLC

 

Friday, May 04, 2012

8:00 am

Continental Breakfast

 
8:30 am

Introduction and Overview

Laura A. Bertin, Esq.
Summit Law Group / Seattle, WA

Bart E. Bartholdt, Esq.
Graham & Dunn PC / Seattle, WA

 
8:45 am

New Ethical Issues for Lawyers Dealing with Securities for Emerging Companies

Identifying the client and potential pitfalls in taking equity position in clients; new issues for fund raising from clients

Mark R. Beatty, Esq.
Law Office of Mark R Beatty / Bellevue, WA

 
9:45 am

Regulatory and Litigation Risk Management

Effectively dealing with regulators, investigations and potential litigation

Lori Lynn Phillips, Esq.
Orrick, Herrington & Sutcliffe LLP / Seattle, WA

 
10:30 am

Break: Coffee, Tea and Conversation

 
10:45 am

Fiduciary Duties: Balancing the Interests of Majority vs. Minority and Preferred Shares vs. Regular

General update; special issues arising from distressed situations and down round financings

John Robertson, Esq.
Cooley LLP / Seattle, WA

Megan L. Muir, Esq.
DLA Piper / Seattle, WA

 
12:00 pm

Lunch (On Your Own)

 
1:15 pm

Preparing Your Exit Strategy: Getting the Company Ready

Checklist of things you need to do regardless to set up for a sale

Patrick J. Franke, Esq.
Graham and Dunn PC / Seattle, WA

 
2:00 pm

M&A as an Exit: Do's and Don'ts in Interacting with Potential Acquirers

Recent developments in Delaware law governing M&A transactions and litigation against the Board of Directors

Michael Hutchings, Esq.
DLA Piper / Seattle, WA

Brian Keyes, Esq.
Wilson Sonsini Goodrich & Rosati / Seattle, WA

 
3:15 pm

Break: Soda, Tea and Conversation

 
3:30 pm

JOBS Act Provisions to Facilitate the Return of the IPO: How It Will Work and What to do to Get Ready

Provisions relating to research reports; "quiet period" requirements; confidential IPO registration statements; testing the waters with QIB's; mechanisms, like "dual stock" structures, to protect founder control; "exclusive forum" clauses

Michael Nordtvedt, Esq.
Wilson Sonsini Goodrich & Rosati / Seattle, WA

Andrew D Ledbetter
DLA Piper LLP / Seattle, WA

Tips for positioning your company for a future IPO

Paul E. Cartee, Esq., Founder
Corporate Legal Services, PLLC / Liberty Lake, WA

 
5:00 pm

Evaluations and Adjourn

 


Cost

Regular tuition for this program is $1245 with a group rate of $935 each for two or more registrants from the same firm. For government employees, we offer a special rate of $830. For students and people in their job for less than a year, our rate is $622.50. All rates include admission to all seminar sessions, food and beverages at breaks, and all course materials. Make checks payable to Law Seminars International.

Cancellation

There is a $25 cancellation fee for Course Materials orders and $50 for Homestudy orders

Continuing Education Credits

Live credits: This program qualifies for 13 WA CLE (includes 1 ethics) credits. Upon request, we will apply for, or help you apply for, CLE credits in other states and other types of credits.





Faculty Bios

William (Bart) E. Bartholdt, Graham & Dunn PC, practices in securities and corporation areas. His work in securities relates to mergers, acquisitions, and private placement of securities. He has worked on federal securities law aspects of community bank mergers and acquisitions.
Full bio and contact info for Bart E. Bartholdt at Graham & Dunn PC

Laura A. Bertin, Corporate/Securities Attorney, Summit Law Group, established emerging growth companies in a range of transactions, including equity and debt public offerings, venture capital financings, mergers and acquisitions, technology licensing, federal and state securities law compliance and corporate governance issues.

Mark R. Beatty, Owner, Law Office of Mark R Beatty, focuses on mergers, acquisitions and securities offerings for privately held companies and activist shareholders in public companies. He is an adjunct professor at Seattle University and University of Washington..

William A. Carleton, III, McNaul Ebel Nawrot & Helgren PLLC, serves on the Angel Capital Associationís Public Policy Committee Advisory Council. In his work on the council, he has closely followed the changes to Reg D and related provisions of the Jobs Act. He blogs regularly at http://www. wac6.com/wac6/reg-d/.

Paul E. Cartee, founder, Corporate Legal Services, PLLC, focuses on the corporate and general business needs of entrepreneurs and their businesses. Previously, he was senior vice president, general counsel, and corporate secretary of NightHawk Radiology Holdings, Inc., overseeing its initial public offering.

Charles Carter, K&L Gates LLP, focuses on the formation, financing and general corporate counseling of high-growth companies. He represents clients in the software, internet, medical technology, clean technology and consumer products industries.
Full bio and contact info for Charles P. Carter at K&L Gates LLP

Karrie J. Diaz, K&L Gates LLP, counsels employers on employee benefits and executive compensation issues. She designs, drafts and implements retirement plans, equity-based compensation programs, employment and severance agreements, and health and welfare benefit plans.
Full bio and contact info for Karrie J. Diaz at K&L Gates LLP

Geoff Entress, Venture Partner with Voyager Capital, has been an angel investor in more than 70 Pacific Northwest technology companies during the last decade and is Vice Chairman of Seattle's Alliance of Angels. Previously, he was a venture partner with Madrona Venture Group, a securities lawyer, and a financial analyst.

Michael J. Erickson, member and co-founder of Summit Law Group, focuses on corporate and securities law. He represents clients in public and private financings, mergers, acquisitions and joint ventures. He has been named Best Lawyer in America, a "Super Lawyer" and one of "Seattle's Best Lawyers".

Patrick J. Franke, partner at and on the Board of Directors of Graham and Dunn PC, is a corporate and transactional lawyer. His practice focuses on the representation of startup and private equity sponsored companies. He was listed as a Rising Star and Super Lawyer.

Kristy T. Harlan, K&L Gates LLP, represents clients in corporate, securities, and business-related transactions including securities offerings, mergers and acquisitions, financings, joint ventures, and strategic alliances. She is a Rising Star.
Full bio and contact info for Kristy T. Harlan at K&L Gates LLP

Michael Hutchings, partner in DLA Piper's Corporate & Securities practice, represents clients with mergers and acquisitions, public offerings, technology licensing transactions, corporate partnerships, commercial agreements and venture capital financing.
Full bio and contact info for Michael Hutchings at DLA Piper

Brian Keyes, Wilson Sonsini Goodrich and Rosati, practices corporate and securities law with a focus on mergers and acquisitions, governance and securities transactions.

Megan L. Muir, regional head of DLA Piper's Corporate & Securities practice, represents emerging growth companies, venture capital firms, strategic investors and investment banks. Previously she was with Venture Law Group in Silicon Valley and is a Washington Super Lawyer.
Full bio and contact info for Megan L. Muir at DLA Piper

Patricia Murphy is Chief of Counsel in Investment Banking at Keefe, Bruyette & Woods, Inc.

Michael Nordtvedt, Wilson Sonsini Goodrich & Rosati, specializes in corporate and securities law and is involved in a number of IPOs in registration.

Lori Lynn Phillips, Orrick, Herrington & Sutcliffe LLP, member of the Securities Litigation and Regulatory Enforcement Group, focuses on securities litigation, SEC enforcement matters, defense of professional liability claims against accountants and contractual disputes.

John Robertson, managing partner, Cooley LLP, Seattle, represents clients in public offerings, mergers and acquisitions, and venture capital financings. He is listed in Chambers, Washington Law & Politics and The Best Lawyers in America.

Annemarie Tierney, General Counsel and Corporate Secretary, SecondMarket Holdings, Inc., is responsible for legal and broker dealer compliance. Previously, she was General Counsel and Corporate Secretary to NYFIX, Inc., and General Counsel in NYSE Euronext.

Joseph M. Wallin, Davis Wright Tremaine LLP, focuses on emerging, high growth, and startup companies. He represents companies in angel and venture financings, mergers and acquisitions.

Denny F. Wong, Graham and Dunn PC, is experienced in tax planning for corporations, partnerships and limited liability companies and advises clients on executive compensation, retirement plans, mergers and acquisitions.