Securities Law

The securities law practice focuses on private securities offerings, also known as private placements. From large interstate offerings to small intrastate offerings, we ensure that our issuer clients satisfy both Federal and State securities laws and regulations in each offer and sale of a security. The issuer clients we assist are often start-up organizations and other growth phase companies, real estate developers raising equity for project financing, employees offering securities to employers as a bonus or stay incentive and companies using private placements to fund a merger or acquisition.

We assist issuer clients with a wide variety of private placements, including:

• Regulation D offerings – Rules 504, 505, and 506
• Rule 147 intrastate offerings
• Rule 701 offerings to employees
• Private offerings under Section 4(a)(2) of the Securities Act of 1933
• Intrastate offerings under Section 3(a)(11) of the Securities Act of 1933
• Offerings under the Michigan Uniform Securities Act and other state securities laws

In these offerings, we analyze and select appropriate exemptions and prepare the following documents as appropriate:

• Operating agreements and bylaws
• Subscription agreements
• Form D
• Disclosure documents, such as a private placement memorandum or offering memorandum

In addition to representing issuers in the offering and sale of securities, we frequently advise investors on the pros and cons of private placements. Specifically, we review the offering documents and advise the client on key legal risks such as additional capital contributions, dilution of ownership, and exit scenarios.