Fulfilling a company’s capital needs is a core concern for all business owners. One strategy often used to raise capital is offering equity interests to investors. For most businesses with less than $10MM in revenues, this effort involves a private offering of securities (e.g., shares of stock, membership interests, limited partnership interests, or convertible debt). Private placements of equity implicate a myriad of complex Federal and state laws that focus on four key variables: (i) the security (or transaction) itself, (ii) the persons and entities who sell the security, (iii) the disclosure that must be made to some (but not all) investors about the security, and (iv) how those disclosures are made . At Antheil Maslow & MacMinn, we have the experience to help our clients navigate this regulatory maze.
Our attorneys understand the exemptions from Federal and state registration that are available to companies seeking to do private placements. We assist our clients in determining which exemption best fits their needs. We guide our clients through the available safe harbors, and we work with them to complete all necessary filings. We provide practical tips on maintaining detailed records for each offering in order to comply with legal requirements, satisfy future due diligence requests from potential buyers, and defend against future securities based claims, if necessary.