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

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

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

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