Corporate Finance Basics for In-House Counsel

In-house counsel’s ability to position a company for a successful fundraising effort and realization of future goals will depend, in part, on understanding different forms of securities offerings and the ultimate potential impact of these offerings. Throughout its lifecycle, a company can access capital by taking advantage of different types of securities offerings. A variety of factors will impact the type of offering suitable to a company, including its stage within the lifecycle. Each type of offering ranges in varying levels of complexity, documentation and regulation, and different types of investors generally gravitate towards certain types of offering structures. Additionally, different types of offerings can impact a company’s exit / IPO strategy, and once public, the manner and timing through which it raises capital. Corporate Finance Basics for In-House Counsel will build a foundation to understand and evaluate different types of securities offerings routinely used by private companies in the early to mid-stages, and help in-house counsel understand potential future offering structures, or the impact of prior offerings. Advanced Corporate Finance for In-House Counsel will help in-house counsel identify issues arising in connection with a company’s exit strategy (including sale/IPO) and explore different types of offerings available to public companies. Please join faculty as he builds a foundational understanding of various securities offerings and examines their impact.

After completing Corporate Finance Basics for In-House Counsel participants will be able to:

• Understand how to conduct private placements in reliance on safe harbors from the registration requirements of the Securities Act, including (15 minutes):
  • Section 4(a)(2)
  • Regulation D
• Differentiate among common securities offerings used by start-ups in seed financings, including (15 minutes):
  • SAFEs
  • Convertible Notes
  • Convertible Preferred (Series Seed)
• Negotiate common features of convertible preferred stock offerings typically used by early-stage companies after seed financing, including (25 minutes):
  • Common deal terms
  • Significant investor rights
  • Typical documentation
  • Issues impacting subsequent financing rounds
• Identify when to seek bridge financing and related impact (5 minutes)

After completing Advanced Corporate Finance for In-House Counsel participants will be able to:

• Understand how certain features of prior financings may impact exit strategies (15 minutes)
• Discuss issues related to pre-IPO financings (15 minutes)
• Identify key issues impacting exit strategies, including as it relates to (15 minutes):
  • IPOs
  • Sales
• Describe different financing options available to public companies, including (15 minutes):
  • Follow on equity offerings
  • Bond offerings
  • ATMs
  • PIPEs

Who Should Attend: In-house counsel interested in learning corporate finance basics and advanced corporate finance

Program Level: Overview

Prerequisites: None

Advanced Preparation: None

Faculty:

Asim Grabowski-Shaikh

BakerHostetler LLP