CBIG Law is a Washington, D.C.-based law firm that helps clients throughout the United Sates navigate the complex regulatory framework of securities law.
As experienced practitioners dedicated to advising private companies, investment advisers, and emerging fund managers, our attorneys have gained invaluable insight on securities transactions and related fields. We assist clients with numerous aspects of their business at every stage of development, focusing on issues related to state and federal compliance, marketing of an exempt offering, third-party services provider relationships, and registration (if required) with state and federal agencies. If you are exploring capital-raising options, we can provide tailored solutions for your objectives.
Experienced attorneys provide assistance with exempt securities offerings
Drawing upon our detailed industry knowledge, our firm guides companies and fund managers through the process of securing capital while ensuring compliance with federal and state securities laws. We offer a range of services focusing on the management of securities transactions, from assisting with SEC and state securities filings to structuring the terms and risk factors of private offerings. In particular, we advise clients on the following types of transactions:
Regulation D Exempt Offerings
Regulation D establish safe-harbor criteria for some private offerings. Failure to comply with a particular element of Regulation D may affect the ability of an issuer to rely on statutory exemptions.
Our firm prepares Regulation D compliant private placement offerings across numerous industry sectors including private companies needing to raise capital, investment advisers who manage hedge and private equity investment funds, real estate funds, digital asset funds, marijuana funds and more. We help to structure, draft and review the terms of the offering, determine which exemptions apply and prepare the private placement memorandum and other required documents.
State Securities Compliance and Form D Filings
Form D is the official notice of an offering of securities made without registration in reliance on the exemption provided by Regulation D. Under the differing "blue sky laws" of each state, most states require an official Form D Notice to be filed with the state's securities department -- New York, however, has no Form D filing requirement, rather it relies on a separate notice filing called the Form 99.
As part of forming your securities offering, we will assist you in compliance with the blue sky laws that your offering may be subject to.
Marketing Material Review
The SEC has warned that the greatest potential for a fund manager or company to get into trouble, be fined for its actions, lose exemptions from registration, and be subject to other penalties almost always points toward actions that the fund manager or sponsor took in the marketing of the offering.
Fund managers, investment advisers, and securities offering sponsors must remain vigilant to not do anything that could be perceived as misleading.
Our attorneys will guide you through the dos and don'ts of your marketing plan so that you may avoid the consequences of violating the SEC's broad scope of potential violations in your discussions and materials used to attract potential investors to your offering.
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