Securities Attorney

Securities Attorney Offering Memorandum Preparation

The team at Prospectus LLC is established and well-known around the world. Our securities attorneys and consultants help a wide variety of companies in the course of offering memorandum preparation and the process of issuing securities to accredited investors. We have a tremendous amount of past experience that is essential to the services that we provide our clients, including the execution of an offering, filing of securities with the proper regulatory bodies, the writing of offering documentation, and more. We can help clients with any advance planning and S-1 filings they may need to administer in advance of becoming listed on a major stock exchange.  For any business not looking to do a Initial Public Offering (IPO), or perhaps an Initial Coin Offering (ICO), we can help with any needs you may have regarding placement in the private market.

Our Methodology

We have a very efficient process that will save our clients much-needed resources during the offering process. Here at Prospectus LLC, we take time to analyze our clients’ strengths, strategies and goals in order to create solid documentation that will entice potential investors. Prospectus LLC’s securities attorneys will ensure strict adherence to best practices throughout the entire process. For the last twenty years, we have helped thousands of businesses, in every imaginable industry, with private placements as well as IPOs. Our team of highly skilled securities attorneys will make sure that you are protected throughout this process, and they will make sure that your offering documentation is both attractive and comprehensive for whatever industry you may be in.

Writing Vs. Guiding

Here at Prospectus LLC, we go beyond writing just documentation for our clients. We take a very active role in the entire offering process, and we will assist as much as our clients want us to. This is because we believe in creating productive, professional relationships. At Prospectus LLC, we can introduce you and your business to our wide network of broker dealers, industry giants, investment banks, venture capitalist and many more sources of capital. Past clients who have utilized our large network have seen much success. As a result, we do not strive to just provide a service, we strive to partner up and guide our clients to the place that they need to be.

securities attorney offering memorandumOur Experience

Prospectus LLC’s securities attorneys can provide great services for your company. Most importantly, they can give helpful and essential insight regarding your offering. We have helped over five thousand businesses with their offerings, public or private. With this extensive experience, we have gained a very useful skillset for the acquisition of capital.

Prospectus LLC can also ensure that your company complies with the large amount of requirements that can be found in the securities world. Because of our experience, we can assist in the scaling of your business in a very efficient and comprehensive manner.

 Securities Compliant

Compliance is absolutely essential for any company wanting to issue securities publicly or privately. Aside from compliance with laws, it is very important to follow best practices regarding legal regulations, even if you are a startup. Prospectus LLC’s securities attorneys will make sure that all proper regulatory documentation is filed. We will work with any necessary agencies whether they are part of the government or not. Recently created businesses, real estate funds, and other limited partnership businesses need to be conscious of the appropriate time to register their securities. Our team of experienced securities attorneys can advise you throughout the entire process of an offering. We have extensive experience across the globe, and we can ensure the successful execution of an offering wherever you may be.

Public Offerings

IPOs vs DPOs

Here at Prospectus LLC, our securities consultants and attorneys can help with any business that wants to go public. When it comes to public offerings, there are actually a number of routes to go. The most well known is the IPO, which stands for Initial Public Offering. There is also the DPO, which stands for a Direct Public Offering. For an IPO, the company takes its securities public through the assistance of an underwriter, which is usually a firm such as an investment bank or a broker dealer. In a DPO, a business will aim to obtain funds from public investors without help of any kind from a “middle man.”

Throughout this process, our team will be fully vested in every stage to make sure everything goes smoothly. Our securities attorneys will create documentation and file all proper paperwork with regulatory bodies. Additionally, Prospectus LLC will write your company’s offering circular or memorandum with the intent of acquiring your target goal for capital. When it comes to listing requirements, many placement agents, law firms, and attorneys have asked for our assistance because of our ability to get the job done in an efficient manner.

Private Placement Offerings

The team at Prospectus LLC is an established global leader in the drafting of PPM documentation and offering memorandums, in both the public and private arena. We know how to write an offering document that will raise your company the capital that it needs. We work very well in the private placement market, which is the largest investment arena in the world, largely outdoing the monetary value of public offerings. Close to a trillion dollars a year in capital is raised through private placement. The following list consists of popular SEC rules and methods of raising capital privately.

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 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 LLC 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

Our team can help with any general project in the real estate market you may have. We can especially help with the creation of any offering documents you may need, including offering documentation, a feasibility study, or documentation accompanying the creation of a real estate trust fund. From the listing of your real estate or REIT securities, to a private placement for capital, Prospectus LLC’s securities attorneys can help with anything you may need throughout the entire process.  Whether it’s the registration of a REIT or a real estate fund, to any documentation you may need with foreign interest (EB5), there is no part of the real estate arena that we are unfamiliar with. Our team works very closely with our clients and any other entity or individual that is involved in the process. We ensure that your company will comply with all necessary regulations and standard practices.

Reach out to Us

If you want to execute an offering in the private or the public eye, we can help with any and all of your needs. Whether it’s the drafting of offering documentation, or a feasibility study, Prospectus LLC can assist in a comprehensive and time sensitive manner. We can save your company money because we are highly experienced and we can execute all tasks in a very efficient way. Hundreds of businesses and broker dealers have outsourced tasks to us in the past because of our highly competitive pricint and the time that we can save when drafting any documentation. If you have any questions, feel free to call us or sign up for a free consultation!

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