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Private Placements/Regulation D Offerings

Merchant Law Firm PLLC > Private Placements/Regulation D Offerings

The term “security” means any note, stock, bond, debenture, evidence of indebtedness, investment contract. Of course this list is not exhaustive. An investment contract for purposes of the Securities Act means a contract, transaction or scheme whereby a person invests his money in a common enterprise and is led to expect profits solely from the efforts of the promoter or a third party. Obviously, this is very broad and encompasses a variety of transactions.


The offer and sale of securities is highly regulated and very complex. Typically, these transactions are governed by both federal and state laws and apply to both public and private offerings of securities. Securities laws also apply whether the securities are being offered and sold by a company that is selling equity or debt to raise capital for its business operations, by a person who invested in the issuer by purchasing the securities, or by any subsequent holder of the securities. The consequences for violating federal and state securities laws can be severe and include criminal as well as civil liability. This why it is extremely important to consult with experienced and competent counsel prior to offering or purchasing any securities.

Merchant Law Firm regularly represents clients in securities transactions such as the following:

  • Business entities requiring start up funding, second and third stage funding and working capital
  • Real estate pools raising capital to acquire and/or develop real property through a private offering of equity or debt securities
  • Private equity funds or private real estate investment funds raising capital to invest in securities or real estate through a private offering of equity securities
  • An investor in any of the offerings described above or a person who wishes to purchase outstanding securities from the holder of such securities
  • A business that wishes to offer equity-based incentive and compensation programs to its employees and consultants
  • SEC reporting and disclosure documents and compliance
  • Rule 144 compliance
  • Federal and state investment adviser registration
    Please follow this link for more information on Raising Money by Private Placement.

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