
IPO Due Diligence
Class Content
Overview
This class is designed to provide a deeper understanding of the overall securities transaction process and legal framework focusing on offerings under Regulation D, with a secondary focus on private placements generally. The class starts by providing an overview of the key legal considerations, statutory provisions, and fundamental documentation that are involved in a Regulation D offering, and then leads participants through advising a client looking to raise equity capital through a Regulation D offering with an emphasis on learning how to identify relevant considerations, legal issues and documentation. Particular focus will be given to the junior associate and in-house counsel role in the process.
Level: Basic
This class is suitable for attorneys who have a general interest in Capital Markets but have not had extensive practical experience.
**A general understanding of Capital Markets transactions and/or prior completion of AltaClaro’s Overview of Capital Markets is recommended.
Objectives
- Understand the essential legal and regulatory framework applicable to Regulation D offerings
- Be familiar with Regulation D exemptions and essential deal documents
- Be able to contribute meaningfully in the deal process
- Draft and negotiate basic terms of a stock purchase agreement
Simulation Exercise
Participants will be provided with an example of a purchase agreement for a Regulation D offering and will be asked to tailor it to the specific hypothetical issuer. Participants will assume the role of a junior associate in preparing the purchase agreement, taking into account the various considerations discussed in presentation materials.
CLE Credit
Preview
The AltaClaro Difference
Effective Learning with ROI--Backed by Education Science
Step 1: Learn
Learn at your own pace, absorbing lessons in short, easily digested segments led by experienced practitioners.
Step 2: Do
Apply what you've learned to solve real-world client scenarios, using transaction documents derived from actual deals.
Step 3: Review
Deepen your learning in virtual review sessions with an experienced practitioner. Review model answers and ask questions.
Instructors Who Practice What They Teach
Adriel Sanders
x-Bryan Cave Leighton Paisner
David Case
x-White & Case; x-Orrick
Doug Young
x-Baker McKenzie; x-White & Case
Aaron Melville
Global Head of Tech Transactions, Uber; x-Disney; x-O’Melveny; x-Weil Gotshal
Chris Drews
x-Disney
Julie Ryan
Head of Experiential Learning, AltaClaro; x-Akin Gump; x-Clifford Chance
Mick Galvin
x-Sidley; x-Allen & Overy
Stephen Kaplitt
x-Weil Gotshal; x-Cadwalader
Clara Duffield
x-Baker McKenzie
Mike Shea
x-Baker McKenzie, x-Morrison & Foerster
John Babcock
Partner, Waldrep Wall
Success Stories


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