Startup companies or established companies in need of additional capital may desire to raise money through the issuance of unregistered private securities.
The Securities Act of 1933 and Regulation D of the Securities and Exchange Commission permits the selling of unregistered securities to specific investors based on exemptions. Companies can sell unregistered securities to private parties by means of a private placement memorandum offering. The offering is made by means of a private placement memorandum offering, drafted by a securities attorney, which explains the offering and the risks.
The offering must meet the requirements of the Securities Act of 1933 and/or 1934 and/or the three rules of Regulation D (Rule 504, 505 and 506), describing the specific exemptions permitted.
While the private placement does not need to be registered, the memorandum still must comply with the anti-fraud requirements of the federal Securities Act and any state securities statutes or regulations that may apply (known as Blue Sky laws). Given the potential complexity and length (the private placement memorandum may run 25 to 75 pages) you want a knowledgeable securities lawyer reviewing your offering and drafting the private placement memorandum.
Angstman Johnson provides securities transactional services for companies in a variety of industries. Our lawyers have transactional experience in corporate financing transactions of all types, including:
- Public offerings (initial and secondary)
- Private equity transactions (private placements)
- Regulation D and §4(2) and §4(1 1/2) transactions
- Mergers and Acquisitions
Additionally, Angstman Johnson provides criminal and civil defense to individuals or companies accused through a class action lawsuit, or by the SEC, FINRA, or state securities commissions of white collar crimes, securities fraud, and other violations of the Securities Act of 1933 and/or 1934.