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

In any Regulation D or other private placement offering of securities, the contracts driving the process are key.  A key clause in any such contract is the so called “integration clause.”  These clauses elevate the contract in such a way as to negate and supersede any of the promises and representations of a party to

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