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

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

When shaping the terms of a private placement offering or “testing the waters” with investors, rather than going the full blown route of putting offering docs together, often a basic term sheet is used.   A term sheet is a bullet-point summary that lays out material terms and conditions of the offering, the securities sold, management,

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

Private placement offerings are terrific and venerable vehicles to raise company financing outside of the public capital market and without going public. However, because of their very nature they often involve a higher degree of risk than is typically associated with an underwritten and registered offering. That is not always the case, but it is

For those of us who study early-stage company growth and look to past examples, Facebook is a prime one. From its early days of raising private capital to its often ballyhooed IPO, it is a model for rapid, sustainable, investor growth. However, what is often overlooked is that its path to public markets was paved

Most recognize that one of the major value propositions of a private placement memorandum is the risk disclosures that apprise the potential investor (hopefully in the best case such investor is accredited) of the potential headwinds, pitfalls, weaknesses, and general risks that apply not only to the issuer and the opportunity, but to the investment

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