SECURITIES LAW

Securities laws affect companies and investors long before a company becomes public. From founder issuances and SAFEs to preferred stock financings, investor rights, private placements, secondary transfers, and exit transactions, securities-law issues often sit at the center of a company’s most important moments.

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Law Firm of Morgan M. Smith, PLLC advises startups, emerging growth companies, investors, funds, and business owners on securities-law matters involving capital formation, private offerings, investor disclosures, equity structuring, and compliance with federal and state securities laws. The firm helps clients navigate the legal framework governing the offer, sale, and transfer of securities while keeping the business objective in focus: raising capital, protecting ownership, managing investor expectations, and avoiding unnecessary regulatory risk.

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The firm’s securities practice includes counseling on private placements, Regulation D offerings, SAFE and convertible note financings, preferred stock financings, founder and employee equity issuances, cap table structuring, investor rights agreements, resale and transfer restrictions, securities-law diligence, and securities issues arising in mergers, acquisitions, restructurings, and shareholder disputes.

 

Morgan brings a practical, deal-oriented approach to securities-law counseling. The goal is not merely to identify rules, but to help clients understand how those rules affect the transaction, the negotiation, the company’s capitalization, and the next financing or exit. Whether representing a founder-led startup, an investor, a fund, or a closely held business, the firm works to provide clear, strategic guidance at the intersection of corporate law, capital formation, and securities regulation.

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Publications:​

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Drafting Committee Member, “Registered Offering Reforms and Enhancement of Emerging Growth Company Accommodations and Simplification of Filer Status for Reporting Companies,” Federal Regulation of Securities Committee, ABA Business Law Section, Comment Letter to the U.S. Securities and Exchange Commission (Aug. 4, 2026), https://www.sec.gov/comments/S7-2026-17/s7202617-991859-3103288.pdf

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In 2026, Morgan served on the drafting committee for the ABA Business Law Section’s Federal Regulation of Securities Committee comment letter to the U.S. Securities and Exchange Commission concerning registered-offering reforms, Form S-3 eligibility, the “baby shelf” limitation, and proposed changes to public-company filer status.