[Podcast] Interview with Michael Littman

Episode 8 podcast thumbnail for Capital Conversations with Erik Nelson and Karen Rands. Features headshots of both hosts — a man in a gray suit on the left and a woman in a dark blazer with an orange scarf on the right — with the episode title 'Interview with Michael Littman' displayed in the center. A microphone icon and audio waveform graphic appear in the upper left corner.

Capital Conversations — Episode 8

Reg A+ Legal Strategy, Compliance & Capital Raising with Securities Attorney Michael Littman

Hosts: Karen Rands & Erik Nelson

In this episode of Capital Conversations, Karen Rands and Erik Nelson are joined by veteran securities attorney Michael Littman for a practical discussion about the legal realities behind Regulation A+ offerings and public company capital raises. With nearly five decades of securities law experience and more than 100 companies guided into the public markets, Michael brings a perspective few professionals can match.

The conversation explores what companies need to do before they ever file a Reg A+, why financial preparation is often the biggest obstacle to success, and how small mistakes in marketing, disclosures, or investor communications can create serious regulatory problems. They also discuss how public companies can use Reg A+ to raise additional capital, why general solicitation is such a powerful tool, and how companies can leverage crowdfunding without relying solely on venture capital or traditional investment banks.

One of the biggest themes throughout the episode is preparation. Strong financial records, experienced advisors, proper disclosures, and realistic expectations matter far more than most founders realize. Companies that approach capital raising strategically often create multiple future options. Companies that don’t frequently discover their problems only after regulators, auditors, or investors begin asking questions.

Most founders focus on how to raise money. Far fewer focus on how to become investable. This episode explains why that distinction matters—and how companies can avoid many of the mistakes that derail capital raises before they ever get started.

SHOWNOTES:

Episode Summary

In this episode of Capital Conversations, Karen Rands and Erik Nelson welcome securities attorney Michael Littman to discuss Regulation A+ offerings, public company fundraising, and the legal preparation required to successfully raise capital.

The discussion covers audited financials, SEC review processes, corporate governance, disclosure requirements, general solicitation rules, crowdfunding strategies, advertising limitations, and common mistakes companies make when pursuing capital raises. Michael also shares insights from nearly 50 years in securities law and explains why strong accounting controls are often the single most important factor in long-term success.


In This Episode, You’ll Learn

  • Why Regulation A+ remains one of the strongest fundraising tools for smaller companies
  • What companies need to prepare before filing a Reg A+
  • Why audited financial statements matter
  • How public companies can use Reg A+ offerings
  • What “general solicitation” actually means
  • How crowdfunding and OTC markets can work together
  • The risks of improper advertising and promotional statements
  • Why SEC disclosure requirements matter
  • Common mistakes founders make during fundraising
  • How accounting and governance issues derail public companies
  • Why many companies struggle to maintain compliance after going public
  • What Michael Littman sees as the future of Reg A+ offerings

Timestamps

00:24 — Welcome and introduction to Michael Littman
01:16 — Podcast disclaimer
02:06 — Michael’s securities law background and experience
03:31 — Legal preparation for Reg A+ offerings
05:16 — How OTC companies can use crowdfunding
07:31 — Why low trading volume can benefit Reg A+ raises
08:36 — Strategic advantages of Reg A+ fundraising
11:22 — Michael Littman introduction and career overview
12:57 — Why Michael favors Regulation A+ offerings
17:20 — Benefits of Reg A+ for small companies
19:08 — Preparing financial statements for a Reg A+ filing
20:01 — Corporate governance and legal preparation requirements
21:17 — Common misconceptions about Reg A+
23:05 — Forward-looking statements and SEC requirements
25:46 — Understanding general solicitation
27:18 — Advertising rules and media promotion
29:42 — Investment banks and fundraising challenges
31:27 — Typical Reg A+ raise sizes and market realities
32:50 — Multiple offerings and timing requirements
34:19 — OTCQB vs NASDAQ considerations
36:29 — Why companies fall behind on compliance
37:56 — Auditor scrutiny and rising accounting costs
38:31 — Consequences of improper solicitation
40:01 — Importance of accounting teams and CFOs
40:24 — Reg CF and Reg A+ fundraising options
41:26 — Public companies raising capital through Reg A+
42:53 — Preferred stock offerings and shareholder strategies
43:43 — The future of Regulation A+
45:26 — Common mistakes companies should avoid
47:11 — Lessons companies learn the hard way
48:08 — Building companies for acquisition opportunities
48:52 — Why investors continue looking at OTC companies
50:01 — Accounting as the foundation of credibility
50:51 — Resources for companies needing financial guidance
52:10 — Karen’s upcoming crowdfunding investing book
53:09 — Closing remarks


Hosts

Karen Rands

Website: https://karenrands.co/
LinkedIn: https://www.linkedin.com/in/karenrands/
Facebook: https://www.facebook.com/TheKarenRands/
Instagram: https://www.instagram.com/compassionatecapitalist/
TikTok: https://www.tiktok.com/@compassionatecapi?_t=8q14kyaqCHO&_r=1


Erik Nelson

LinkedIn: https://www.linkedin.com/in/eriksnelson/
Coral Capital: https://coralcapital.com/
Sterling Investments: https://sterlinginvestments.com/
Mountain Share Transfer: https://mountainsharetransfer.com/


Newsletter

Capital Conversations Newsletter (LinkedIn):
https://www.linkedin.com/newsletters/capital-conversations-7297707966219120640/


Hosts

Karen Rands

Website: https://karenrands.co/
LinkedIn: https://www.linkedin.com/in/karenrands/
Facebook: https://www.facebook.com/TheKarenRands/
Instagram: https://www.instagram.com/compassionatecapitalist/
TikTok: https://www.tiktok.com/@compassionatecapi?_t=8q14kyaqCHO&_r=1


Erik Nelson

LinkedIn: https://www.linkedin.com/in/eriksnelson/
Coral Capital: https://coralcapital.com/
Sterling Investments: https://sterlinginvestments.com/
Mountain Share Transfer: https://mountainsharetransfer.com/


Newsletter

Capital Conversations Newsletter (LinkedIn):
https://www.linkedin.com/newsletters/capital-conversations-7297707966219120640/


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