In 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 provider to participate in

On 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 project or opportunity. They may be used

General 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 strategy

This summer, the Wall Street Journal reported that the Securities and Exchange Commission (“SEC”) was engaging in a preliminary investigation that Tesla failed to timely disclose to investors material information. The WSJ’s report raises interesting questions about what constitutes material information when it comes to companies developing new technologies. What Information is “Material”? Securities laws and

On May 16, 2016, the long awaited equity crowdfunding rules authorized under the JOBS Act of 2012 came into effect. Unlike non-equity crowdfunding, which became popular during the past decade and rewards supporters with goods or services instead of profits, equity crowdfunding allows businesses to publicly solicit an unlimited number of non-accredited investors for small

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

On August 6, 2015, the SEC’s Division of Corporation Finance (“DCF”) updated its Compliance and Disclosure Interpretations (“CDI”) with eleven new CDI on general solicitation and advertising in Regulation D offerings. That same day, the DCF also issued a no-action letter finding that an online venture capital firm’s procedures for creating online pre-existing substantial relationships

Convincing investors to put their faith (and their money!) in your company requires strategy, planning, and a battery of documents, spreadsheets, and slides aimed to intrigue and cause the reader’s pupils to morph into dollar signs. One of the many considerations founders should keep in mind is to avoid overwhelming potential investors with comprehensive business

After 16 years, we have seen all manner of bottlenecks plague the private placement drafting process, resulting higher legal fees or missed opportunities. As a result, we have a strong understanding of what the process efficiency drivers are.  The following discusses some brief pointers in order to enhance efficiency, with a focus on the private

By: William Kelly, Esq. Startups and mature companies frequently turn to third parties – such as friends or former colleagues – to identify and negotiate with investors. These third parties often seek compensation for their efforts. This arrangement can have consequences for all involved parties, as the intermediary may in fact be acting as a