Startup Capital Raising in 2026: Key Legal Considerations

Course Description

This program offers a practical, deal-focused overview of how startups raise capital from pre-seed and seed rounds through venture financings. We will walk through the securities-law building blocks for private offerings, with a focus on Section 4(a)(2) and Regulation D, and how these exemptions are applied in everyday transactions. The program also covers alternative pathways such as Regulation Crowdfunding and Regulation A, and when they may be appropriate. In addition, the course explores common financing instruments, such as SAFEs, convertible notes, and preferred stock, key negotiated terms that drive economics and control, and recurring compliance traps including broker-dealer issues, integration, and Blue-Sky filings and requirements. Attendees will leave with a working understanding of how-to structure, document, and advise on startup capital raises in today’s market.

Syllabus

1. Overview of the startup capital raising lifecycle: bootstrap, friends & family, seed, and Series A
2. Securities law framework: Securities Act, Exchange Act, and Blue-Sky considerations
3. Private offering exemptions: Section 4(a)(2) and Regulation D (Rules 506(b) and 506(c))
4. Alternative capital raising paths: Regulation Crowdfunding and Regulation A
5. Financing instruments: common stock, SAFEs, convertible notes, and preferred equity
6. Key deal terms that drive economics and control: valuation caps, discounts, liquidation preferences, anti-dilution, and governance/control rights
7. Accredited investor standards and investor verification/qualification requirements
8. From D filings and state notice requirements
9. Use of finders and broker-dealer regulatory risks
10. Integration issues and managing multiple offerings
11. Cap table management and early-stage documentation best practices
12. Transition to venture capital financing and Series A structuring