Following the passage of the Jobs Act, none can deny the tectonic shift in securities laws and the government’s approach to capital formation across the board.  Accordingly, the ubiquitous Form D is now the target of additional proposed rules that could affect how it will be deployed.  Moreover, these proposed amendments can affect the strategies

For any venture raising capital based on a technology, methodology, software solution, etc., it should have a strong intellectual property (“IP”) strategy prior to engaging in a regulation D offering.  This often means more than simply protecting a core IP, it means having multiple points of protection. Hypothetical Fundraising Scenario: Let’s take a hypothetical start-up

In a variety of private placement offering scenarios, a project vehicle is established under the management of a managing member or third-party manager (hereinafter simply referred to as a “manager”). This is very common with state hedge funds and a variety of other project vehicles, for example, real estate private placement offerings and entertainment private

When conducting a private placement offering, a classic approach is to establish an entity in Delaware (a C Corporation or LLC, for example) and then qualify that entity to do business locally in another jurisdiction. This is especially true for hedge funds and ventures that will seek private and/or institutional monies. The “brand recognition” and predictability of

When an issuer is using a note series to raise capital (convertible or non-convertible), there are a variety of negotiated clauses that can both benefit and harm the potential investor. Often, properly calibrating these clauses to fit the risk appetite of both parties is a sophisticated process. While many discussions focus on conversion mechanics or

Stability. Predictability. Known Commodity. Delaware entities (e.g., corporations, LLC’s, Series LLC’s) benefit from a very well established statutory framework that, in turn, benefits from a very well-worn and developed case law and judiciary. In short, with Delaware, people know what they’re getting with the law. Many articles have detailed in greater detail various aspects of

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