Private Securities Transactions

PRIVATE SECURITIES TRANSACTIONS AND PRIVATE EQUITY FUNDING

Prepare Private Placement Memorandum (PPM).
Your offering memorandum is the disclosure document you will use to warn potential investors of the risks inherent to your business and communicate the benefits of your business plan. If you fail to adequately disclose all the material risks and operational items to potential investors, government regulators, such as the SEC or their counterparts in each state, could assess penalties and fines, in addition to requiring you to refund to investors all their money, with interest.

Draft subscription agreements and accredited investor questionnaires, rights agreements, preferred stock designations, promissory notes, security agreements, warrants and options.
Once the terms of the deal are negotiated, I assist clients paper the deal terms expediently and efficiently. I help clients reduce the cost of document preparation, and get them the documents they need to begin to raise funds as quickly as possible.

Orchestrate acceptance of investments and closings.
Investor’s subscriptions in a private offering is time consuming and cumbersome. Contracts and questionnaires need to be carefully scrutinized and tracked.

Make appropriate filings with the Securities and Exchange Commission and state securities administrators.
Most private offerings of securities require filings with the SEC and/or state securities agencies. We help clients prepare the documents that need to be filed and ensure filings are made within the time limits proscribed by law.

Useful links:

http://www.sec.gov/info/smallbus/qasbsec.htm
http://www.dbo.ca.gov/Licensees/Corporate_Securities_Law/About.asp
http://www.dbo.ca.gov/Commissioner/Releases/pdf/120C.pdf
https://law.lexisnexis.com/infopro/zimmermans/disp.aspx?z=1234