Justin London Law offers private placement lawyer, class action attorney, class action law firm, class
action lawyers, class action securities,
class action fraud who can present capable
regulation through securities achievement process. Our private placement lawyer has widespread information about a variety
of laws as well as handling cases.
Firms and start-ups that seek to raise capital through
solicitation of angel investors are subject to various state and federal
securities registration requirements. However, firms can receive
exemption from Securities Exchange Act of 1933 registration requirements if
they file an exemption through a Reg D 504, 505, or 506 private placement memorandum
(PPM) offering. Our office provides private placement
lawyer, advisory services and drafts PPMs for firms seeking to raise capital
and can advise your company through securities compliance process. The private
placement lawyer has extensive knowledge about various laws and handling
cases.
Regulation D
Federal securities
laws provide limited exemptions from the registration requirement of the
Securities Act of 1933 (the “1933 Act”) if an offering is
deemed to be the offering of “securities.” Each available
exemption contains significant disadvantages in the context of sales of condo
hotel interests. The most commonly used exemption is known as a
“Regulation D” offering.” At the federal level,
Regulation D prohibits any form of general solicitation or general advertising,
limits the number of purchasers who are not “accredited
investors,” and requires that substantial written disclosure
(including risk factors, etc.) be provided to all purchasers who are not
accredited investors.
Further, because interests sold under Regulation D are unregistered (exempt)
securities, they may not be resold unless an exemption from registration is
available. Securities sales can also be exempt under Section 3(11) of the 1933
Act if they are offered and sold only to persons resident within a single
state, where the issuer is organized in and doing business, but this
“intrastate exemption” is strictly construed and can
involve significant restrictions on a purchaser’s ability to resell
the security.
The remedy for sales of unregistered securities that do not qualify for an
exemption is typically rescission (an offer to repurchase the interests of all
purchasers, at the original purchase price plus statutory interest). In effect,
the purchaser of an unregistered security makes his or her investment with a
“put” for a term equal to the statute of limitations under
the 1933 Act of two years, see 15 U.S.C. § 77c(a)(11) (2005), or the
applicable state specific statute of
limitations.
Contact The Law
Offices of Justin London at (773) 528-1433 to discuss your private placement
memordandum.