Private Placement Advisors
JOBS Act Titles II & IV Compliance Solutions
We find solutions for entrepreneurs seeking equity or debt financing.
Private Placement Advisors LLC is a group of entrepreneurs and lawyers who design and implement marketing strategies under Rule 506(c) and the new Regulation A. We also assist with Regulation S offerings and SCOR/Intrastate offerings.
We draft disclosure documents, confirm that they are complete, and file them with Federal and state regulators.We establish that the issuer and its principals are not disqualified under the new Bad Actor provisions. We work with intermediaries to perform required investigations into issuers and their offerings. We provide accredited-investor verification services required by Title II of the JOBS Act. We provide "factual inquiries" into whether any disqualification event is extant, demonstrating a SEC-required "exercise of reasonable care." We assist intermediaries and issuers educate potential investors.
Our blog since 2009 has been www.regDconsumersreport.com. We manage a 1400-member LinkedIn discussion group covering state securities enforcement proceedings.
WHAT IS THE EXCITEMENT ABOUT?
A revolutionary new version of Reg D allows for a new class of 506 offerings. They will remain “private offerings” but for the first time they can be advertised in print, social media, websites, radio,and any other form of public communication.
However, the SEC has also imposed new restrictions and requirements. For the first time 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 actually verify specific investor information and be able to prove to the SEC that he or she in fact took specific steps to verify that information.
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.
Ignoring this or other SEC rules or regulations means, among other things, that the issuer will have to return all the money at any time for any reason, even if there is no good cause --among other problems with non-compliance.
Lastly, a separate problem can easily occur due to the SEC doctrine of integration. Most start-ups already know that if they sell to just one non-accredited investor, they lose the Reg D exemption. What many entrepreneurs often forget is that if they conduct two separate offerings within 180 days both Reg D offerings will be “integrated” into one offering.
In other words, the last sale of the first Reg D offering must be 6 months earlier than the date of the new offering. If you have sold to only one non-accredited investor in the six months before your new Reg D offering, you may be in violation of the law. And, of course, you cannot sell securities to non-accredited investors in a follow-up private placement for at least six months after you close the first placement.