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Regulation D

With private placement clients I often get the question “Why Can’t I get non-accredited investors into my Rule 506(b) round, when the rule gives me the right  to have up to 35 non-accredited investors?” Yes, it’s true. Rule 506(b) says you can have up to 35 non-accredited investors.   However, the devil is always lurking in

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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With the creation of new Rule 506(c) under the JOBS Act, private placement issuers are now authorized to leverage general solicitation, provided they verify that each purchaser in the offering is an accredited investor.  In theory, this is a very powerful concept, however there is still some confusion as to how that verification standard works

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

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

The default rule when a company seeks to offer and/or sell its securities, under the Securities Act of 1933, is that it must “register” those securities with the Securities and Exchange Commission, unless it can qualify for and leverage an exemption from such registration. Fortunately, there are certain “go to” exemptions that drive many of

At this point, it’s no secret that Regulation D Rule 506(c) (as opposed to the more traditional 506b) enables issuers to engage in general advertising and solicitation of accredited investors.  The rule offers, to a large extent, a “best of both worlds” opportunity by maintaining the main value proposition of a private placement offering under

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