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Raising Capital Through Securities: U.S. Securities Law Basics

RAISING CAPITAL THROUGH SECURITIES: U.S. SECURITIES LAW BASICS

Cost Free
Presentation Length 1.0 hour

Recorded DateJune 23, 2022
CPE:Not available
(archived webinars do not offer CPE credits)
Subject AreaBusiness Law
Course LevelBasic
Course Description

To do business, companies large and small need to raise money from investors. These financing transactions result in the creation of “securities.” While securities can represent beneficial investments, they also can involve substantial financial risk. U.S. law balances the needs of businesses for capital with the need for investor protection by (1) requiring that investors receive financial and other significant information by way of registration of securities being offered for public sale; and (2) prohibiting deceit, misrepresentations, and other fraud in the sale of securities.

In 2020, companies raised U.S. $174 million through initial public offerings. In addition, companies raise money through private offerings of securities in reliance on securities exemptions. In recent years, amounts raised through unregistered securities offerings have outpaced the level of capital formation through registered securities offerings. Capital raising through (reported) private offerings totaled more than $3.0 trillion during 2017. 

Learning Objectives: 


  • Identify the characteristics of instruments, arrangements, or contracts used in capital raises that constitute securities, triggering the application of U.S. Securities law to various types of business financings and business formation

  • Distinguish between the types of transactions that require registration of securities and those that are exempt from the public registration requirement

  • Determine the scope and content of disclosures in public registration statements and in exempt offerings, including the essential categories of business and financial information required in an information statement

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Micah Miller represents companies and entrepreneurs in connection with transactional, corporate, and litigation matters. While Mr. Miller’s clients entrust him with a broad range of matters, his work is concentrated on company formation, acquisitions, financings, corporate agreements, and commercial contracts. Additionally, he has recently gained significant experience representing construction-industry contractors in disputes involving federal projects.

Having worked as a foreign legal consultant in Buenos Aires, Argentina from 2013 to 2018 after earning an MBA at IAE Business School (Buenos Aires) in 2012, Mr. Miller leverages his international legal experience and Spanish-language skills to represent clients from Latin America who invest or do business in the United States. Mr. Miller currently resides and practices in Austin, Texas. He began his legal career at a prestigious law firm in his hometown of El Paso, Texas, where his practice focused on the areas of general business, real estate, and bankruptcy, including both litigation and transactional matters.

Through his educational background and work experience, Micah believes he has developed a unique capacity to understand and resolve a broad range of legal problems, especially those faced by business concerns and individuals engaged in cross-border activities. He prefers a no non-sense approach to practicing law, values ethical and cost-effective services, and believes in caring for his clients by striving to create and preserve value.

As matters of business, public policy, and law are frequently interwoven, Mr. Miller believes that his practice benefits from his business awareness spanning finance, marketing, management, strategy, and governmental affairs. While in law school Micah interned for Texas State Senator Judith Zaffirini, analyzing and organizing legislation affecting the Texas Judiciary and the Texas Ethics Commission.

After graduating from the University of Texas at El Paso with a B.A. in political science, he served as an intern for the State Department at the Narcotic Affairs Section of the U.S. Embassy in Lima, Peru.    In addition to having worked in Argentina and Peru, Micah lived briefly in Bolivia and Mexico, where he has also traveled extensively. Micah is fully professionally fluent in Spanish.

About Our Presenter

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Freeman Law is a tax, white-collar, and litigation boutique law firm based in the Dallas-Fort Worth Metroplex with clients throughout the world. Founded by a dual-credentialed attorney-CPA and law professor, Freeman Law offers unique and valued counsel, insight, knowledge, and experience. We represent individuals and businesses of all sizes, from companies on the Fortune 100 fastest-growing companies list to family-owned businesses. With a background in complex tax planning and litigation, white-collar criminal and civil disputes, and sophisticated civil litigation, Freeman Law is where clients turn when the stakes are high and the issues are complex.