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Raising Capital: Private Placement Forms & Techniques, Third Edition

Raising Capital: Private Placement Forms & Techniques, Third Edition by J. Robert Brown, Jr., the late Herbert B. Max

Raising Capital: Private Placement Forms & Techniques, Third Edition

By J. Robert Brown, Jr., Herbert B. Max
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Wolters Kluwer Legal & Regulatory U.S.
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Whether you’re an attorney, business advisor, financial officer, compliance professional, or investor, you’ll find the forms and professional-level help you need in Raising Capital: Private Placement Forms & Techniques, Third Edition, by J. Robert Brown Jr. and the late Herbert B. Max.

This unique two-volume resource is simply the most thorough guide on handling successful private capital formation. Only Raising Capital: Private Placement Forms & Techniques, Third Edition offers:

  • Almost 500 deal-tested forms of agreement and related documents
  • Practical guidance regarding the law and techniques of each type of agreement
  • A chapter discussing and analyzing the requirements of the Troubled Asset Relief Program (TARP), including related agreements, certificates and sample contract clauses
  • Checklists of important points and provisions
  • Clear explanation of different investment devices and their impact on investors and businesses
  • Expert analysis of complex federal securities laws
  • Coverage of important topics including Sarbanes-Oxley and the ADA compliance issues, Guarantees, Confidentiality Agreements, Regulation D Exemptions, Environmental LLCs, Opinions of Counsel, Privacy Concerns and more!


With your purchase of Raising Capital: Private Placement Forms & Techniques, Third Edition, you will receive an electronic version of the treatise on CD-ROM. All of the forms from the two-volume set are included in Rich Text Format (RTF) and may be opened in any word processing program.

ISBN: 9780735545793
SKU: 10046022-7777
  • Incorporation
  • Subchapter S Corporations
  • Small Business Investment Companies
  • Partnerships
  • Limited Liability Companies
  • General Forms
  • Investment and Purchase Agreements
  • Subscription Agreements
  • Environmental Concerns
  • Privacy Concerns
  • Stock Provisions
  • Preferred Shares
  • Code of Ethics
  • Warrants and Options
  • Letter of Intent and Underwriting Agreements
  • Sarbanes-Oxley Compliance
  • Debt Securities
  • Security, Pledge, and Escrow Agreements
  • Subordination
  • Guarantees
  • Agreements Between Investors and Shareholders
  • Participation and Intercreditor Agreements
  • The Americans with Disabilities Act
  • Exemptions from Registration Under the Federal Securities Laws: Private Placements and Regulation D
  • Resales
  • Registration Rights (SEC Filings)
  • Confidentiality Agreements
  • Opinions of Counsel
  • Crowdfunding


J. Robert Brown, Jr. is a Professor of Law and the Director of the Corporate Commercial Law Program at the University of Denver Sturm College of Law. Previously, Professor Brown served as the associate dean for academic affairs at the Law School from 2000 to 2004. Before joining academia, Professor Brown worked at the Securities & Exchange Commission in Washington, D.C., first in the General Counsel's Office and later as a legal assistant to Commissioner Grundfest, as Securities Counsel for a publicly traded company, and as an associate for Sutherland, Asbill & Brennan in Washington, D.C. Professor Brown also clerked for the Honorable Frank M. Johnson, Jr., United States Court of Appeals for the Eleventh Circuit.

Professor Brown has written extensively in the corporate securities area, focusing primarily on disclosure issues confronted by public companies and matters of corporate governance. His articles have been cited a number of times by courts, including the U.S. Supreme Court. He also authors Raising Capital: Private Placement Forms and Techniques and Contemporary Corporation Forms, both published by Wolters Kluwer Legal & Regulatory U.S. Professor Brown frequently serves as an expert witness on matters of corporate disclosure and fiduciary obligations and as an arbitrator for FINRA. He is the Secretary to the SEC's Investor Advisory Committee.

Professor Brown received a B.A. from the College of William & Mary in 1978, a J.D. with honors from the University of Maryland in 1980, an M.A. in Government from Georgetown University in 1984, and a Ph.D. from Georgetown in 1993. He has served as an adviser to a number of governments in the former Soviet Union and the Middle East on matters related to corporate law and the development of the securities markets in these countries. Professor Brown is the faculty sponsor to the, a faculty-student law blog that deals with various disclosure and other corporate governance related topics.

The late Herbert B. Max was an attorney in New York City. He represented investors, borrowers, and financial institutions in all aspects of capital raising throughout the United States. He graduated from Columbia University Law School.