
Restricting Fiduciary Duty in Delaware LLC’s for a Private Placement Offering
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
- Published in Raising Capital, Regulation D

Why Delaware for a Private Placement Offering Vehicle / Entity (Reason #1)?
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
- Published in Regulation D

Summary of LLC Operating Agreements for Reg D Private Placement Offerings
Many regulation D, private placement offerings are run through a limited liability company (aka LLC). As a result, one of the core offering documents is the contract between investors and management, or the so called LLC operating agreement. In short, the operating agreement is a form of partnership agreement that is configured to facilitate the
- Published in Private Placement Memorandum