Companies seeking to raise capital – whether through selling equity, convertible notes, or any other security – in the United States must navigate a complex landscape of securities laws and regulations. They are subject not only to federal regulations, but also the laws of each state in which an investor (or soon-to-be investor) resides. The

Regulation D and Filing Form D

Sunday, 07 September 2014 by

The following lays out the very basics about a core blue sky notice filing in connection with a private placement offering, the federal Form D (NOTE: As of 2014, there are significant proposed changes to the Form D, due to the Jobs Act, are detailed in this article). One of the biggest sources of confusion

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Any issuer raising capital through a regulation D private placement offering must typically comply with “blue sky” notice filing regulations in the states in which the investors reside. In most cases, these are notifications to the individual states that the issuer company is soliciting parties in that state for investment.  This can result in multiple

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

Generally speaking, a private company looking to raise greater than a million dollars (and in many cases, less money) will have to leverage the private placement offering legal framework (as opposed to crowdfunding).  As a fundamental requirement for most such offerings, the issuer company has to provide notification to the governments of the states in

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