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SECURITIES MATTERS

The securities laws are a complex maze. Failure to comply with applicable securities laws could result in serious adverse consequences – a right of rescission for the investors, injunctive relief, fines and penalties, and possible criminal prosecution. The firm assists clients with certain securities related matters including:

Creation of Capital Structure. When a client decides it is time to raise capital, the firm counsels them 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, Gabell Beaver then helps craft the specific terms of the debt or equity.

Private Placements. A private placement involves raising capital by selling securities without a public offering. Gabell Beaver works 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, the firm then assists the client with making the necessary SEC and state securities filings. The firm also represents 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.  Gabell Beaver has advised clients in the formation of private funds of varying sizes, with investment focuses across a broad range of real estate and business sectors. Representation includes drafting the private placement memorandum, subscription documents and partnership agreements as well as making the necessary SEC and state securities filings. The firm also represents limited partners in making investments in private investment funds.

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