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November 2014 - Regulation D and PPM Lawyers

Previously, we discussed limiting fiduciary duty in connection with Delaware corporations and/or LLC’s. However, as is commonly the case, many clients opt for New York corporations for their private placement offering (especially where there are New York centric projects at play, such as a real estate development). As a result, the very same concern as

The entity of choice for many project finance based ventures (i.e., real estate, independent film, etc.) is the LLC (limited liability company). These entities are excellent for purposes of raising capital due to the fact that state LLC statutes often permit the LLC members to craft core aspects of the LLC by contract (namely, the

An investor is often forced to avoid selling purchased shares/units within a certain time frame per the offering documents, such as a stock purchase agreement or subscription agreement (such restriction is also often mirrored in the private placement memorandum).  The key rationale and concern is to guard against ruining a public offering by the issuer

While Regulation D possesses significant differences from crowdfunding, there is no reason that an issuer cannot leverage both approaches.  In addition, several crowdfunding platforms blend the regulation and general solicitation under rule 506(c).  The following provides a brief summary of some of the more popular crowdfunding platforms out there for business ventures.      

When shaping the terms of a private placement offering or “testing the waters” with investors, rather than going the full blown route of putting offering docs together, often a basic term sheet is used.   A term sheet is a bullet-point summary that lays out material terms and conditions of the offering, the securities sold, management,

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