Program Details
2026-11-04 14:30:00
Over 1,000+ webinars
Course Overview
2026-11-04 14:30:00
2h CLE Credits
Intermediate
2
2:30 pm - 3:30 pm ESTThis hour is for issuer and sponsor counsel who already know the 506(b)/506(c) basics and the accredited-investor tests. It works through four calls that have to be made under time pressure: – deciding whether a sponsor’s LinkedIn posts, podcasts, demo days or platform listings have already turned a 506(b) raise into a general solicitation; – documenting a switch to 506(c); – choosing a verification path for each purchaser under the March 12, 2025 minimum-investment track or a Rule 506(c)(2)(ii) method; – running bad-actor bring-downs when a placement agent joins mid-offering.
The working example is a $250,000 investor who wants to wire tomorrow through a three-member LLC after a public post. Attendees leave with a verification-path decision tree and an annotated subscription questionnaire and representation set built to the Latham & Watkins conditions.
Alexander R. McClean 3:40 pm - 4:40 pm ESTThis session teaches issuer and sponsor counsel how to determine the first-sale date, coordinate federal and state filing obligations, maintain EDGAR Next access, and repair late filings (which does not erase an earlier violation). A self-contained Session 2 hypothetical applies the filing calendar to an earlier closing and a proposed LLC investment. The speaker presents Session 2 and briefly recaps those rules before addressing filing decisions, enforcement consequences, and the repair process.
The session follows the offering from contractual commitment through submission, payment, amendments, renewals, and confirmation of completion. Timely Form D filing is required under Rule 503, but is not a condition of an otherwise available Rule 506 exemption. New York provides the principal state example, with selected additional fee comparisons. Attendees apply a filing-calendar template and a late-filing repair checklist to the hypothetical. These two resources will accompany the PowerPoint presentation.
Learning objectives: Determine filing triggers from subscription terms, acceptance, escrow, and capital commitments. Coordinate federal, applicable state, and member filing obligations, including account maintenance. Distinguish filing violations from substantive exemption defects and disqualification issues. Sequence corrective filings and preserve evidence of submission, payment, and deficiency resolution.
Corey HarrisAlexander R. McClean is a partner at Harter Secrest & Emery LLP and Chair of the firm’s Securities and Capital Markets practice group. He counsels domestic and foreign companies of every size, from early-stage start-ups to publicly traded companies with market capitalizations in the tens of billions of dollars, as they raise capital privately and publicly under federal and state securities laws and NYSE and NASDAQ listing standards. He has represented companies in software, health care, biotechnology, fintech, clean energy, manufacturing and investment management in numerous private placements, and he advises independent broker-dealers, investment advisers, investment banks and their representatives on compliance with federal and state securities laws and FINRA regulations.
Corey Harris is the founder and managing partner of Veritas Global Law PLLC in Midlothian, Virginia, where his practice centers on corporate and securities law, a field in which he has over a decade of applied knowledge and experience. The firm’s practice areas include private investment funds, regulatory compliance, corporate governance, and banking work spanning broker-dealer, investment banking and securities lending matters, together with financial services technology, digital assets and cryptocurrencies, and wealth management.
Alexander R. McClean is a partner at Harter Secrest & Emery LLP and Chair of the firm’s Securities and Capital Markets practice group. He counsels domestic and foreign companies of every size, from early-stage start-ups to publicly traded companies with market capitalizations in the tens of billions of dollars, as they raise capital privately and publicly under federal and state securities laws and NYSE and NASDAQ listing standards. He has represented companies in software, health care, biotechnology, fintech, clean energy, manufacturing and investment management in numerous private placements, and he advises independent broker-dealers, investment advisers, investment banks and their representatives on compliance with federal and state securities laws and FINRA regulations.
Corey Harris is the founder and managing partner of Veritas Global Law PLLC in Midlothian, Virginia, where his practice centers on corporate and securities law, a field in which he has over a decade of applied knowledge and experience. The firm’s practice areas include private investment funds, regulatory compliance, corporate governance, and banking work spanning broker-dealer, investment banking and securities lending matters, together with financial services technology, digital assets and cryptocurrencies, and wealth management.
Requirements
The Alabama State Bar MCLE Commission requires attorneys to complete 12 credits, including 1 ethics, by December 31 of each year. All credits must be reported by February 15 of the following year. A maximum of 12 credits, including 1 ethics credit, may be carried over for 1 year only.
Formats
