Regulation D, Private Placement Offering, and PPM Lawyers for Raising Capital
Fixed Fee Regulation DCost control is important at any stage and there are choices for law firms in the private placement offering field. However, our unmatched fixed fees and billing options serve the client’s budget, without compromise.
Experienced LawyersRegulation D allows companies to raise capital without registering their securities with the SEC (but it is a legal process that demands experienced private placement attorneys to avoid stiff penalties). Each lawyer in our firm has lawyer 15 years of private offering experience.
Full PPM SolutionTo keep their fees "low", other PPM and "Reg D" providers often limit their deliverables to the PPM . Our firm was established to provide the FULL array of private offering deliverables including all legal docs and consulting, without excessive fees.
With our fixed fee Regulation D private placement offering services, other lawyers come up short.
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What is a Regulation D Private Placement Offering?Companies seeking to raise capital by selling securities typically require an exemption from the Securities Act of 1933. Offering securities without relying on an exemption or registration can result in stiff civil and criminal penalties. Yet registration is cost prohibitive for most companies.
Regulation D is the premier securities registration exemption used by private companies seeking capital. During 2013, alone it is estimated that approximately 1.2 trillion dollars were raised through this exemption, with over 40,000 private placement offerings being conducted since 2008. With this regulation's exemptions (Rules 504, 505, and 506), companies can affordably comply with state and federal securities regulations to properly solicit and accept investor capital. In addition, with new Rule 506(c), companies may now engage in general advertising and general solicitation of accredited investors.
Regulation D Compliance: a Must for any Private Placement OfferingCompanies raising capital typically must have a securities law compliant offering to avoid penalties and provide an investment structure.
Many fail to do so when relying solely on a business plan. Other than describing business opportunities or operations, business plans rarely lay out the key terms necessary to even facilitate investment (e.g., debt vs. equity, anti-dilution, preemption, management rights, liquidation preferences, etc.) As a result, these companies hamper their ability to raise capital and likely violate state and federal securities laws in the process.
Without using this exemption (often paired with a private placement memorandum), it is difficult if not impossible to provide concrete terms that build investor confidence and avoid legal penalties. Often investors simply pass on companies with hazy deal terms.
Regulation D Blog
- 02/10/2018in Uncategorized
Kaiser Wahab Presents on Intellectual Property Issues in M&A to Nevada BarRiveles Wahab partner Kaiser Wahab is thrilled to have been invited by the Intellectual Property Law Section of the State Bar of Nevada to speak at the 2018 Intellectual Property Law Conference at the William S. Boyd School of Law in Las Vegas on October 5th. Kaiser’s presentation will focus on the various intellectual property issues that co...
- 18/05/2017in Uncategorized
Kaiser Wahab Teaches Lawline CLEs on Corporate and Intellectual Property TopicsRiveles Wahab LLP partner Kaiser Wahab is honored to be invited by Lawline to teach two Continuing Legal Education courses on “Corporate Structuring and Fundraising for Single Purpose Vehicles” and “Intellectual Property Considerations in M&A Transactions”. Kaiser has taught several Lawline courses in the past on a varie...
- 25/04/2017in Uncategorized
Intellectual Property Considerations in M&A TransactionsOn April 4, 2017, Riveles Wahab LLP partner Kaiser Wahab gave a presentation on the unique considerations for attorneys when a client is purchasing or merging with a company for which intellectual property is a key asset. For traditional businesses with physical assets, due diligence may come with reasonably obvious do’s and don’ts. However, in...
- 06/03/2017in Raising Capital, Regulation D
Basics of Warrant Coverage TermsIn order to induce “investment” of valuable dollars or services, ranging from cash investment under a Regulation D Private Placement Offering, or on the flipside, the efforts of a trusted advisor/accelerator/incubator, so-called “warrant coverage” is often part of the deal. “Warrant Coverage” is designed to further persuade an investor or service p...
- 28/02/2017in Crowdfunding, Private Placement Memorandum, Raising Capital, Regulation D
Corporate Structuring and Fundraising for Single Purpose VehiclesOn January 25, 2017, Riveles Wahab partner Kaiser Wahab gave a presentation on considerations in structuring and raising funds for single purpose vehicles (“SPVs”), sometimes also called single purpose entities (“SPEs”). The SPV is an entity that is structured to take in investor monies towards funding a singular dedicated ...
- 09/02/2017in Private Placement Memorandum, Raising Capital, Regulation D
Questionnaire: Key Considerations for Private PlacementsGeneral Focus and Objective of Venture? In order to properly inform investors and provide disclosures where necessary, either through a Private Placement Memorandum, or other disclosure materials, a robust understanding of the venture’s overall purpose and goals is useful. Can you please describe in a paragraph or so what the ventures go to market ...