Securing capital through private placements is a strategic move that requires a delicate balance of legal acumen, industry knowledge, and a meticulous approach. Our Private Placement Securities Practice provides expert legal counsel to businesses seeking to navigate the complex landscape of private offerings.
Regulation D (Reg D) is a set of rules established by the U.S. Securities and Exchange Commission (SEC) that provides exemptions for certain private companies from having to register with the SEC when selling securities (such as stocks or bonds). Reg D offerings can benefit private companies or entrepreneurs who meet the necessary criteria because they provide a faster and less expensive way of obtaining funding compared to a public offering. This type of offering is typically chosen by smaller businesses.
Our team of legal professionals is skilled and experienced in advising clients on private securities offerings, ensuring compliance with relevant laws and regulations while optimizing financial goals. We offer a comprehensive suite of services, ranging from regulatory compliance to tailored structuring of offerings, always keeping our client’s unique needs and objectives in mind.
Regulation A (Reg A) is an alternative to traditional securities registration and initial public offerings (“IPO”) for micro- and small-cap companies; sometimes also referred to as a “mini IPO.”
Reg A, particularly updated and amended in recent years, is meant to create a less onerous path for smaller companies to reach the public capital markets. Reg A offerings resemble traditional IPOs, but with scaled back disclosure requirements using SEC Form 1-A.
Reg A offerings are separated into two tiers based on the amount that can be raised in any twelve (12) month period: Tier 1, for offerings up to $20 million, and Tier 2, for offerings up to $75 million. Tier 1 offerings are subject to state-level blue sky qualifications, while Tier 2 offerings pre-empt state law.
Our team is experienced in guiding clients through the capital formation process under Reg A from the preparation and filing of Form 1-A including the drafting of a comprehensive offering circular, together with ongoing scaled disclosures and filing requirements.
Reg Crowdfunding (Reg CF) is an exemption allowing companies to offer equity or debt securities to “non-accredited” investors. Upon its introduction Reg CF expanded the pool of potential investors by making it possible for ordinary individuals to invest in early-stage companies. Under Regulation CF, companies can raise up to $5,000,000 from both accredited and non-accredited investors.
Companies looking to utilize Reg CF must conduct their offerings through SEC-registered crowdfunding portals. These platforms serve as intermediaries, facilitating the process of connecting businesses with potential investors and ensuring compliance with regulatory requirements.
Our attorneys have extensive experience working with crowdfunding portals and companies raising capital using Reg CF including the preparation and filing of Form C together with all supplemental and subsequent Reg CF related filings with the SEC.
