Offerings of securities are a complex area of the law. Failure to comply with applicable securities laws could result in serious adverse consequences – a right of rescission for investors, injunctive relief, fines and penalties and possible criminal prosecution. We assist clients with certain securities-related matters including:

• Creation of Capital Structure. When a client decides it is time to raise capital, we provide counsel with respect to the advantages and disadvantages of debt versus equity and the different forms within each of those categories. Once the client decides what form of capital to utilize for fundraising, we assist with determining the specific terms of the debt or equity.

• Private Placements. A private placement involves raising capital by selling securities without a public offering. We work with clients to develop the necessary disclosure documents (e.g., private placement memorandum) and subscription documents for the private placement. Once the offering process is underway, we assist clients with making the necessary SEC and state securities filings. We also regularly represent investors by reviewing the terms of a private placement investment and advising as to whether the terms are fair and in-line with current market conditions.

• Fund Formation.  We regularly advise clients in the formation of private funds of varying sizes, with investment focuses across a broad range of real estate and business sectors. Our representation includes drafting the private placement memorandum, subscription documents and limited liability company or partnership agreements as well as making the necessary SEC and state securities filings. We also represent investors making investments in private investment funds.