While new Rule 506(c) promises to transform the regulation D fundraising landscape, there are the so called “bad actor” companion rules that any one raising money pursuant to 506(c) must pay close attention to. In particular, on July 10, 2013, the U.S. Securities and Exchange Commission (“SEC”) adopted amendments to Rule 506 of the Securities

In any Regulation D or other private placement offering of securities, the contracts driving the process are key.  A key clause in any such contract is the so called “integration clause.”  These clauses elevate the contract in such a way as to negate and supersede any of the promises and representations of a party to

When raising capital, blue sky filings are a paramount component of regulation D offerings.  As mentioned previously in our blog posts, typically a blue sky “notice” filings is put in with a state in which an investor resides.  As a result, certain states are magnets for such filings, given their overall population and demographics.  Chief

As of September  2013, the Jumpstart Our Business Startups Act of 2012 ( “JOBS Act”) has discontinued a near century old bar on general solicitation and advertising for private offerings.  As a result,, startups, and mature private companies may now broadcast to the world at large that such companies are conducting a private offering under

Many regulation D, private placement offerings are run through a limited liability company (aka LLC). As a result, one of the core offering documents is the contract between investors and management, or the so called LLC operating agreement. In short, the operating agreement is a form of partnership agreement that is configured to facilitate the