Practice Area
Capital & Securities
Raising capital from investors — whether through equity, convertible notes, or SAFEs — triggers federal and state securities requirements. I help founders and companies understand those obligations and structure their raises correctly from the start.
What This Covers
Securities law applies the moment you offer or sell interests in your company to investors. Most private raises rely on exemptions — primarily Regulation D — that come with specific filing, disclosure, and investor eligibility requirements. Getting this wrong creates real legal exposure.
- —Regulation D (Rule 506(b) and 506(c)) compliance
- —Private placement memorandum (PPM) review and guidance
- —SAFE and convertible note review
- —Investor agreement and subscription document review
- —Accredited investor verification and documentation
- —Capitalization table and equity structure review
- —State blue sky compliance considerations
- —OTC market advisory (carefully scoped)
Who This Is For
- Founders raising a seed or early-stage round
- Companies issuing SAFEs, convertible notes, or equity
- Businesses conducting a Reg D private placement
- Investors reviewing the terms of a private offering
- Anyone with securities compliance questions before they act
How Pricing Works
Capital and securities matters are scoped individually. Every raise is different — the structure, investor count, exemption used, and required documentation all affect scope. We start with a consultation to evaluate your situation and provide a clear engagement proposal before any work begins.
Why Securities Compliance Matters
Selling securities without a valid exemption — or failing to meet the conditions of one — can expose founders to rescission claims, SEC enforcement, and personal liability. These are not theoretical risks.
Regulation D exemptions are not self-executing. They require proper documentation, timely Form D filings, and in some cases, restrictions on how you solicit investors. The rules differ depending on whether you're raising from accredited investors only or a broader pool.
Common Issues We See
- •Raising capital without a valid Reg D exemption in place
- •Missing or late Form D filings with the SEC
- •General solicitation in a 506(b) offering
- •Investor agreements that don't reflect the actual structure
- •Cap table errors that surface during due diligence
- •State blue sky requirements overlooked entirely
Get the Structure Right Before You Raise
Securities compliance is not something to figure out after the fact. A consultation is the right first step — we'll evaluate your situation, identify the applicable exemptions, and define the scope of what's needed.
Scope and fees are defined individually. No pricing is listed here because every matter is different.
Schedule a ConsultationReview full terms before booking. Scheduling is subject to a 24-hour cancellation policy. Late cancellations and missed appointments are non-refundable.