Recent Answers to Securities Law Compliance Law Questions

Christopher N.

Answered Jul 1, 2025

You have two major considerations: what are your investors looking for in return and protections against failure (is this a good idea and will I get my money back); and, complying with state and federal securities law as it relates the sales of securities (which you will do because you are selling an interest, shares, etc. in your fund). There are some very significant issues you have prepare for both from the SEC and your investor point of view with whihc you have to deal. My thoughts on the work you have ahead of you (which I basic and not reflective of the many other options available): (1) draft the power point to describe the fund, target industries, etc.; (2) draft the offering memeorandum describing the fund, the risks, the investment strategy, risks, etc.; (3) the subscription agreement; and (4) filing the necessary forms and disclosures with New York and the SEC. GIven the complexity of drafting these documents and complying with the securities laws, you can expect to spend AT LEAST $25,000 for the attorneys to do the work -- but likely much more depending on the law firm. I recommend looking at a smaller form with the necessary experience as they can do the work just as well if not better and at a better price point. Good luck, and we are happy to answer more specific questions if you reach out to us.

Christopher N.

Answered Jun 13, 2025

Your question does not have a quick or answer, and is highly dependent the very specific facts of your company, your industry, and potential investors, but, the short answer is: yes. The offering memorandum is just that: a (non-binding) offer to sell securities in your company. There are other documents that will have to be prepared if an investor agrees to fund you. Those documents and the underlying "advertising" for the sale of those securities are, as you likely know, very strictly regulated by the SEC and California (under the Blue Sky rules). Run afoul of them to your detriment and you may need very expensive attorneys. We highly recommend you consult with experienced securities attorneys who can help you craft the offering memo, subscription agreements, etc. to address the issues specific to your company and potential investors. Perhaps not the full answer you are looking for, but hopefully a wise note of caution.