Securities Attorney

Prospectus.com is one of the leading firms that provides Issuers of securities with full life-cycle guidance throughout the capital raising process. Our consultants and designated securities attorneys assist both private and public companies navigate the securities regulation ecosystem. Our staff has real-world experience and play a crucial role in advising our clients with the best possible scenario when conducting an offering. This includes navigating the private placement market and the public listing arena when it comes to filing, registration (such as with the Securities and Exchange Commissions and respective securities regulatory regimes of any given country), prospectus preparation, valuations and much more. Working with your designated securities attorney from our team, we can assist with listing requirements for any of the world’s major stock exchanges, and for those conducting private placement offerings, we will designate a seasoned securities attorney to work with you towards drafting the legal documents needed for raising capital, and file any paperwork with the proper registration authorities in over 50 jurisdictions globally.

Our Methodology

Our process is smooth and straightforward, saving our clients 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 documentation that needs to be developed. Our securities attorneys will work one-on-one with our clients in order to conform to 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 have been involved with securities for years and will 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 are 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 assist as far as required. Prospectus.com’s team of professionals believes in fostering relationships. We will do our best to ensure that you have a proper introduction to industry players, broker-dealers, investments banks, venture capital and other funding sources. Creating partnerships within 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. This includes designating the best securities attorney to administer legal document preparation and guidance.

Our Experience

Our company boasts just years and depth of experience in the private placement public market. Our securities attorneys can add great value and give needed insight into your offerings. Having worked with over 5,000 companies, we have developed a keen insight into the world of capital acquisition and how to grow a business from 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. This is another 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.

Securities Compliant

For companies 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 start-up 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 start-up to exit phase. We have an international team of attorneys, the international experience and many years of successfully navigating the securities compliance arena.

Public Offerings

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 well as a DPO (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 investment capital infusion. Indeed, hundreds of broker dealers, law firms, attorneys, placement agents and underwriters 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. 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 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, etc. Unlike the 506b rule, the 506c does not require 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-U.S. investment. This is important as it may exempt a company from registering with the SEC upon raising capital. Many non-U.S. 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 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 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 to ensure that any real estate transaction is undertaken under the correct securities regulations, ensuring compliance all the while saving time and resources.

Reach out to Us

If you are seeking to conduct a private placement offering, or considering an initial public offering (IPO), Prospectus.com can assist with some or all of your requirements. 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 and economical fashion. Hundreds of companies, law firms and broker-dealers worldwide have outsourced their work to us as, our pricing is highly competitive as is our turnaround time for preparing documents. Please reach out to us at any one of our offices worldwide for a free consultation. Once we are engaged to assist you, a designated securities attorney will be assigned to support your document preparation and offer applicable guidance.

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