Private Placement Advisors
JOBS Act Compliance Solutions
We find solutions for entrepreneurs seeking equity or debt financing under Titles II, III and IV of the JOBS Act.
We assist with EB-5 Visa filings, Regulation S offerings, "old" Regulation A and new Regulation A+ offerings, as well as SCOR/Intrastate offerings.
We draft disclosure documents and file them with Federal and state regulators.
We establish that the issuer and its principals are not disqualified under Bad Actor provisions. We provide "factual inquiries" into whether any disqualification event exists, demonstrating SEC-required "exercise of reasonable care" on behalf of our clients.
We provide accredited-investor verification services required by Title II of the JOBS Act.
We assist intermediaries and issuers to educate potential investors.
We work with immigration lawyers and other lawyers to insure that EB-5 Visa applications comply with Federal securities laws.
Our blog since 2009 has been www.regDconsumersreport.com. We manage a 1400-plus member LinkedIn discussion group, "State Securities Regulation," covering state securities enforcement proceedings and related securities law developments.
WHAT IS ALL THE EXCITEMENT ABOUT?
A revolutionary new version of Reg D allows for a new class of 506 offerings.
The offerings remain private but for the first time they can be advertised in print, social media, websites, radio, and any other form of public communication.
The SEC has imposed new restrictions and requirements. A start-up cannot simply rely on representations by a prospective investor that she or he qualifies as an accredited investor. Instead, the issuer must verify specific investor information and be able to prove to the SEC that he or she did so.
Of course all issuers are still required to comply with state anti-fraud laws and the Securities Act of 1933. Also, the SEC may start requiring all issuers who want to rely on Reg D to send its enforcement division advance copies of all marketing materials they are using, including social media posts and any other form of communication.
To ignore SEC rules or regulations can result in an issuer being forced to return all money at any time for any reason, even if there is no good cause.