We have represented entrepreneurial clients for nearly two decades in the offering of their debt or equity securities as a way to raise capital in the private equity market in connection with our corporate practice. Clients chose this avenue of financing as a lawful way to avoid the expense and delay of registering their securities with the Securities and Exchange Commission (SEC) under the Securities Act of 1933 (’33 Act) to enable their access the U.S. public capital markets.
We structure private equity transactions to avail our clients of certain exemptions from registration of their securities under the ’33 Act, commonly through transactional exemptions found both under the ’33 Act and Regulations D and S of the SEC. These transactions require knowledgeable practitioners to navigate the complex body of federal and state securities statutes, regulations and case law – most commonly, our clients rely on transactional exemptions, which require careful documentation in Offering Memoranda, or Private Placement Memoranda, under the following SEC regulations, chosen according to the amount of capital to be raised, (Reg D Private Placements):
- Rule 504 Securities Offerings
- Rule 505 Securities Offerings
- Rule 506 Securities Offerings
Recent legislation known as the Jumpstart Our Business Startups Act (JOBS Act) have provided even greater flexibility and lower compliance hurdles for small business seeking to tap into the private equity marketplace through Reg D Private Placements. Please see JOBS Act in our blog.
The firm also acts as Of Counsel with a local securities law boutique firm which specializes in all nature of public equity transactions, including initial public offerings under the ’33 Act and registration of such issuers under the Securities and Exchange Act of 1934..