Steve Roberts Attorney at Law

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Private Placements

Companies that do not wish to raise money in an expensive public offering registered with the SEC usually seek funds in a transaction exempt from registration, a "private placement". Private placements are sales generally of restricted common stock, typically under SEC Regulation D, which provides a safe harbor exemption from the registration requirements of the Securities Act of 1933 ("1933 Act"). Regulation D sets forth rules governing three (3) types of Private Placement offerings commonly known as a 504, 505 and 506 offering.

We can assist and guide you in compliance with the many rules and regulations in conducting a Private Placement. These rules basically prohibit general solicitation or advertising of the offering; limit the number of non-accredited investors; require that specific disclosures be made to the participating investors; and place responsibility on the issuer and its agents to verify that the investors solicited and accepted are qualified to participate

While exempt from registration requirements for the 1933 Act, a private placement offering is not exempt from the fraud provisions of the 1933 Act and requires careful compliance with the relied upon exemption. In addition, the offering and sale must comply with state securities laws ("blue sky laws"). An issuing company failing to qualify for an exemption relied upon can face severe penalties and possible criminal repercussions. Securing competent counsel is a very important step in conducting a private placement offering.


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