Securities Registration & Private Placement Exemptions
Before a security may be offered or sold in the US, it must be registered with the Securities and Exchange Commission (SEC) or qualify for an exemption. Registering a security is a costly and time-consuming process. But if an exemption applies to an offering, then it does not need to be registered.
One type of exemption commonly relied on is an exemption for private placements. In a private placement, the issuer of a security raises a limited amount of capital, sells to a limited number of investors or sells only to accredited investors.
The requirements for private placements are less onerous than those for registered offerings but are requirements nonetheless. Failure to comply with them could cause an offering not to qualify for the private placement exemption, rendering the issuer strictly liable for its violation of the general registration requirement.
Providing Expert Guidance in All Kinds of Private Placements
Our Firm represents a wide range of clients – from real-estate developers to family offices and funds, to international businesses seeking to enter the US market, to blockchain startups raising capital through ICOs and STOs, and more. Our lawyers work closely with each client to thoroughly understand the client’s circumstances and goals, developing a solution that is uniquely tailored to that client’s needs.
Leveraging years of experience structuring and implementing private placement offerings, our attorneys offer expert guidance in all kinds of private placements, including those involving token-generation events (also known as ICOs or STOs), real estate, investment funds, lending and finance.
Offering Comprehensive Private Placement Services
Although private placements eliminate the need to register an offering with the SEC, qualifying for a private placement exemption still requires careful compliance with US securities laws. Our attorneys work with our clients at every step in the private-placement process, developing an optimal strategy and seeing it through to completion.
- Determining the appropriate sales structure and exemption for each client’s unique requirements;
- Preparing a comprehensive private placement memorandum that describes the securities and the terms on which they are being offered, informs prospective investors of the risks in acquiring the securities and explains how investors can participate in the offering;
- Drafting a purchase or subscription agreement, investor questionnaires and other offering documents;
- Reviewing arrangements between our clients and third parties in connection with the offering, such as agreements with brokers, consultants and marketing agencies;
- Assisting clients in conducting thorough and effective AML/KYC checks and investor verifications;
- Preparing and filing any necessary documents with the SEC, such as a Form D for private placements under Regulation D.
Contact Us to Learn More About Our Private Placement Services