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

On August 6, 2015, the SEC’s Division of Corporation Finance (“DCF”) updated its Compliance and Disclosure Interpretations (“CDI”) with eleven new CDI on general solicitation and advertising in Regulation D offerings. That same day, the DCF also issued a no-action letter finding that an online venture capital firm’s procedures for creating online pre-existing substantial relationships

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

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

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

For any venture raising capital based on a technology, methodology, software solution, etc., it should have a strong intellectual property (“IP”) strategy prior to engaging in a regulation D offering.  This often means more than simply protecting a core IP, it means having multiple points of protection. Hypothetical Fundraising Scenario: Let’s take a hypothetical start-up

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