Prospectus.com’s team is one of the leading firms with a global presence, including in Japan. Our consultants and securities attorneys assists both private and public companies navigate the securities field. Our staff has real-world experience that play a crucial role in advising our clients with the best possible scenario when conducting an offering, including navigating the private placement market and the public listing arena when it comes to filing, registration (such as with the Securities and Exchange Commissions of any given country), prospectus preparation, valuations and much more. Our team can assist with listing requirements for any of the world’s major stock exchanges, and for those conducting private placement offerings we can draft any document needed for raising capital, and file any paper work with the proper registration authorities in over 50 jurisdictions and languages globally, including in Japanese. Our attorneys also can write opinion letters for your offering.
Our process is smooth and straight forward, saving our clients needed time and capital during the private offering or IPO process. We spend time deciphering a company’s goals and market potential in order to custom tailor any work that needs to be written. Our securities attorneys will work one on one with our clients in order to create best practices. Since Prospectus.com’s inception in 1999 we have assisted thousands of companies with private placement offerings and public listing and IPOs, spanning essentially all of the world’s major industries and businesses. Ranging from hi-tech to oil and gas and general energy, to healthcare, real estate and development, there isn’t an aspect of daily global business transactions that we have not been involved with at some point. Our attorneys that have been involved with securities for years can ensure you are properly protected and that your offering is both honest, attractive and appropriate for your industry.
Writing Vs. Guiding
Our securities attorneys and team, especially for Japan based companies, is dedicated to getting our clients from Point A to Point B and beyond. We do not just write one’s documents, we take an active role (if asked) to assists as far as we can go. Prospectus.com’s team of professionals believes in fostering relationships. If we can introduce you to industry players, broker dealers, investments banks, venture capital and other funding sources, we will do our best to ensure that you have a proper introduction. Creating partnerships with our vast network has proven to be a boon for many companies and small businesses. In this sense, we strive not to be just service providers but guiders and partners with our clients.
Our company does not just boast years of experience in the private placement public markets, but depth also. Our securities attorneys can add great value and give needed insight into your offerings. Having worked on over 5,000 companies, with many from Japan, and been involved in many hundreds more, we have obtained a keen insight into the world of capital acquisition and how to grow a business for the ground up.
In addition to assisting companies scale their businesses, we also assist in navigating the many regulatory rules found within the securities world and greater global marketplace. All the more reason why working with an established company like Prospectus.com, and our securities attorneys, can help scale your business in a more efficient way. Being held back by slow and sometimes not-so-knowledgeable legal counsel can hinder the growth of one’s business.
For companies based out of Japan either conducting a private placement offering or seeking a public listing the compliance aspect is crucial. It is not only important, of course, to comply with legal regulations and rules, but from a strategic standpoint, even a startup company should do its best to comply with securities norms. A top securities attorney will be able to structure your business and file all needed regulatory paperwork with various agencies, both government and non- government. Companies that are newly formed, and entities like hedge funds or real estate funds, or other limited partnership companies and those seeking to merge with another or acquire a business should be aware of the need to register its securities at the correct time. Our seasoned professional attorneys can oversee the entire process of a company from the startup phase to the exit. We have the international team of attorney, the international experience and many years of both successfully navigating the securities compliance arena.
IPOs vs DPOs
Prospectus.com’s team of securities attorneys and consultants assist with those seeking to take their companies public. There are numerous forms and options to choose from when conducting a public offering, such an IPO – initial public offering – as was as a DPOs or direct public offering, which is more common in the past decade. In an IPO, a company goes public with the help of an underwriter, a firm (usually a broker dealer or an investment bank) who will underwrite the securities being sold. While in a DPO, which is also a public offering, a company will seek to procure funding from investors without the help of an intermediary. Thus, there is no underwriter in a direct public offering.
During the public offering or listing, our team will be involved from the very beginning of the process through the funding stages to ensure a smooth transition. Our lawyers will draft and file all necessary paperwork with the regulatory agencies, such as registration statements and financial information. In addition, we will draft your public offering prospectus with an eye towards maximizing obtaining investment capital infusion. Indeed, hundreds of broker dealers, law firms, attorneys, placement agents and underwriters, some from Japan, outsource some or all of the listing requirements to our company as we have a faster turnaround time and the ability to save needed capital.
Private Placement Offerings
Prospectus.com is a world leader in writing private placement memorandum (PPM) documents or offering memorandums for a private placement offering (PPO) or a general prospectus to raise capital. Private placements are popular as they consist of raising capital not in the public sphere, but from private individuals or groups from local investor pools in places like Japan. In fact, the private placement market is the largest investment market in the world, overshadowing the amount of capital raised publicly. Nearly a trillion dollars a year is procured via private placement. There is a plethora of avenues to raise capital in the private placement world, and below is brief list of the more popular rules.
Reg D: Regulation D covers the SEC rules of private placement exemption. That is, a company raising private capital, if complied with Reg D, can be exempt from registering the, with the Securities and Exchange Commission. Reg D is the most popular regulation used in the United States to raise capital.
506b: A 506b offering, under Regulation D, allows companies to raise an unlimited amount of capital from investors that they have a pre-existing relationship with. 506b offerings do not allow for the public advertisement of selling securities.
506c: A 506c offering, also under Regulation D rules, allows for the raising of an amount of money and permits advertising publicly on avenues such as social media, email, networking face to face etc. Unlike the 506b rule, in a 506c one does not have to have a pre-existing relationship with any investor to solicit funding from them.
Reg A: Regulation A is a method to raise capital while being exempt from various SEC registration requirements. Companies that cannot afford the cost of such filings that traditionally go into Regulation D often make use of Reg A, as small companies seeking under $5 million in capital may not have access to only accredited investors. Reg A allows for non-accredited investors to participate in the offering (as does Reg D but there are rules governing the number of accredited investors permitted in certain Reg D offerings).
Reg S: Regulation S is often more commonly used worldwide to raise capital. It is a “safe harbor” regulation that delineates when a company conducts an offering in another country and the rules governing non-US investment. This is important as it may exempt a company from registering with the SEC upon raising capital. Many non-US companies make use of Regulation S as well, especially in debt issuance offerings.
144A: Another popular private placement method and one of the most liquid of regulations in terms of wealth and capital, is Rule 144A, which allows for QIBs or qualified institutional buyers (they must have a certain amount of net worth to invest) to purchase securities that must be held for two years. Many companies and large corporations and governments make use of Rule 144A, especially for debt issuance. In addition, many companies – including scores from Japan – based on the securities attorney recommendations use the 144A and Reg S exemptions together to raise capital, which nearly 1 trillion dollars yearly is invested under Rule 144A (and more if Reg S is added to the equation).
PIPES: A PIPE is a popular method of both raising capital and receiving capital. In a PIPE, a private individual or company invests in a public security like a stock or in shares. While this may sound like a public company raising normal capital for its public entity, it is not. Many public companies actually conduct private placement offerings and create private placement memorandum documents for the actual capital raise and utilize Regulation D or 144A-Reg S. In return, normally the investors would be given some share or stock incentive, like receiving preferred stock or convertible securities.
Prospectus.com can assist with any of the noted types of capital raising tools, as well as most others that are not listed here.
REITs and Real Estate Funds
Prospectus.com’s team assists with general real estate projects, including drafting needed documents such as a prospectus, or conducting research under a feasibility study, or setting up real estate investment trusts, or a REIT. Whether you are seeking to list your real estate fund or REIT securities or raise private placement capital to fund construction or development, our securities attorneys can assist. From the registration process of funds or REITs, to the tax implications, as well as for foreign investment, such as under the EB5 program, there is not an aspect of the real estate market we cannot help solve. Prospectus.com’s staff and attorneys work one on one with real estate developers, investors, brokers, dealers, banks and market participants in Japan to ensure that any real estate transaction is undertaken under the correct securities regulations, ensuring compliance all the while saving needed time and resources.
Reach out to Us
If you are seeking to conduct a private placement offering, or you may be considering an initial public offering (IPO) Prospectus.com can assist with all your needs or just one aspect. Whether you need us to write the prospectus or red herring, or private placement memorandum or business plan, or the feasibility study for a real estate transaction, our securities attorneys and staff can assist in both a timely fashion and money-saving method. Hundreds of companies, law firms and brokers worldwide, including from Japan have outsourced their work to us as our pricing is highly competitive and the time we save while writing and preparing documents. Please reach out to us at any one of our offices worldwide for a free consultation.
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- How to Write a Prospectus
- Equity vs Debt
- Hedge Fund Prospectus
- Real Estate Prospectus
- Shelf Prospectus
- Preliminary Prospectus Red Herring
- Final Prospectus
- Convertible Securities
- Rule 144A
- Regulation A Reg A
- Regulation S Reg S
- Regulation D Reg D
- Accredited Investors
- Experienced Investors
- Business Plan vs PPM vs Prospectus
- Prospectus Writing
- IPO Stock Exchange Listing
- Bonds Offerings
- 144A Reg S Offerings
- Hedge Funds and Mutual Funds
- Offering Memorandum
- Private Placement Memorandum
- Offering Circular
- Explanatory Memorandum
- Information Memorandum
- Fund Setup Formation
- Securities Identifiers
- Registration and Filing
- Legal Work
- Escrow Services
- Business Plans