Our private placement lawyers understand securities laws. Among other things, these laws require that sales and offers of debt and equity securities must either be registered under the Securities Act of 1933 (the Securities Act) or qualify for an applicable exemption from registration. Most such transactions are structured to qualify for an exemption, including under Section 4(a)(2) of the Securities Act or the safe harbor provided by Regulation D thereunder.
These exemptions generally prohibit “public” offerings of securities (though there is an exception for qualified crowdfunding transactions under the JOBS Act). Consequently, exempt transactions are often referred to as “private placements.”Early-stage financing transactions, including seed financings, angel investments and venture capital deals, are usually structured as private placements and, as such, must qualify for an exemption from Securities Act registration.
Failure to meet applicable requirements for an exemption may have severe consequences, not only for the issuer of the securities but for the investors, as well. Yet qualification for an exemption requires careful analysis and application of a complex set of federal and state statutes, regulations and agency guidance. Care must be taken to ensure, among other things, that proper sales and marketing practices are followed, investors satisfy specified standards, the terms of the transaction meet requirements and necessary representations and warranties are given by all parties.
Our Service
Jasso Lopez private placement lawyers can assist you in navigating the intricacies of private placements. Our attorneys have advised clients in connection with over $2 billion in exempt transactions, including pursuant to exemptions from Securities Act registration under:
Regulation D
Regulation A
Section 4(a)(2)
Section 4(a)(1)
Section 4(a)(1-1/2)
Section 3(a)(9)
Section 3(a)(10)
Rule 144A and Regulation S.
We can help you comply with these complex rules, including by assisting with the preparation of term sheets, private placement memoranda (PPMs), subscription documents, LLC and partnership agreements and more. If you are considering an issuance of debt or equity securities, or looking to invest in a private placement, contact us.
