On Wednesday March 25th, 2015, the Securities & Exchange Commission (SEC) unanimously adopted amendments to Regulation A. Due to its low dollar threshold and failure to preempt state blue sky laws, Regulation A has heretofore been a little utilized exemption from registration for certain smaller offerings by private companies. The amendments, mandated by Title IV

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.      

Often, when conducting a private offering raise, there comes a time when a key group of investors demand terms that are more favorable to them, relative to the other investors. Common sense dictates that there should be some mechanism to accommodate those investors, provided their demands don’t unfairly prejudice the other investors. But how to

No one disputes that raising capital isn’t paint by numbers easy. In short, it’s hard…sometimes very hard. From startups to companies seeking growth capital, the principals’ network often does not provide access to venture capital or angels. Even with the right names, getting real introductions to the people who can invest seems impossible at times.