The state and federal securities laws are very broad in scope. The consequences of failing to comply with these laws can be quite severe for your business. In some cases, you could have personal liability for securities offerings not conducted in accordance with the acceptable state and federal securities laws. You should consult a securities lawyer before seeking investment capital in any form, including debt or equity, to ensure that you comply with applicable state and federal securities laws.
In general, the federal securities laws require promoters of securities offerings to either file registration statements containing information about the offerings with the SEC or comply with the requirements of one of a number of exemptions from the registration requirement. The registration process with the SEC is time consuming and expensive. For this reason, most start-up ventures seek to comply with one or more exemptions from the SEC registration requirements. The availability of these exemptions depend upon a number of factors including the number, location, financial means, and sophistication of the potential investors, as well as the total value of the securities being offered.
State securities laws vary, but most are structured similarly to the federal securities laws in that they require either registration or compliance with the requirement of one or more state exemptions. You will need to comply with the state securities laws of each state of residence or organization of each offeree, the state from which the offers are made, and the state in which your business is headquartered.
We can assist you with identifying securities law issues your start-up is likely to face and assist you in complying with these laws. Our services in this area include, but are not limited to:
- Identifying private offering exemptions;
- Preparing private placement memorandums;
- Preparing subscription agreements;
- Preparing and filing exemption notices; and
- Assisting with the registration of public offerings.