Capital Formation and Securities.

Capital Formation.

The process of raising capital consumes an enormous amount of time and resources, which are especially precious for start-up companies and real estate entrepreneurs and investors. We can provide you with knowledgeable counsel to guide you in securing capital on the most favorable terms possible, as quickly as possible, while avoiding as many hassles and problems as possible, whether you’re borrowing funds or raising equity or both.

We understand that our responsibility includes not only handling technicalities, but also providing counsel on capital raising in the broadest sense. This includes advice not only about securities offerings, but also advice about other sources of capital like banks, venture and mezzanine capital funds, investment bankers, insurance companies and government programs. Whatever the capital source, we can help you with structuring, negotiating and closing the deal.

We regularly assist start-up companies with financing their initial stages, as well as emerging and more mature companies with accessing capital for growth, intellectual property development, acquisitions and/or working capital. We can help you analyze the most cost-effective approach to raising money in the private capital markets. Capital formation transactions include a variety of equity, debt, asset securitization and lease financing transactions, ranging from private offerings of common and preferred stock, convertible securities, options and warrants to creative debt instruments and equipment financing. We have advised both companies seeking capital as well as investors and lenders providing capital about the terms, conditions and documentation of equity, debt and hybrid instruments for angel and seed round financings, venture capital financing, bridge loans and subordinated debt with warrant coverage. We also have negotiated other agreements related to capital raising activities, such as partnering and joint venture agreements and license agreements.

We have advised venture capital and hedge funds on the process of fund formation, structuring, investment vehicles and exit strategies and completing private investments in public equity ("PIPEs"), using our industry contacts to provide back-up concerning market terms and trends and current techniques for assessing and mitigating risk.


The primary focus of our securities practice is planning, preparing and implementing private placements of client securities with investors, venture capital and other funds. This includes:

  • Structuring the terms of the securities and the offering,
  • Preparing the private placement or other offering memoranda and subscription documents,
  • Identifying and perfecting exemptions from Federal and state registration requirements (including making the required filings to claim registration exemptions), and
  • Coordinating closings.

We have experience with private placements to institutional investors and private offerings to individuals under Section 4(2) of the Securities Act of 1933, under Regulation D and under state limited offering and other exemptions.

When securities issuers discover that previous offerings were not in compliance with the securities laws, we work with them and appropriate authorities to bring them into compliance and/or to minimize the potential for future liability and problems.

Although people raising money by selling securities in a private placement may not be required to register the securities with the Securities and Exchange Commission (the “SEC”), they are still subject to specified SEC disclosure requirements in securities offering materials and to SEC “anti-fraud” rules. These rules require disclosure of all information that a reasonable person would consider important to making an investment decision.

Why worry about qualifying for registration exemptions and complying with exemption filing requitrements within deadlines? Because your failure to do so can make a routine sale of securities unlawful and potentially criminal. We handle Federal and state notice and other filing requirements and ensure your compliance.

The private offering process can overwhelm clients new to raising capital. We will help you understand how the securities laws affect the fund raising process, the terms offered to and/or requested by potential funding sources and how the proposed terms will affect both future funding opportunities and the eventual realization on the investment by both the entrepreneur and the investors.

After investors are identified, we will help you negotiate the term sheet and financing documents, make any necessary amendments to the company’s articles of incorporation, bylaws and other governing documents and handle the closing transactions.