Federal Securities Law
Securities questions are handled through the firm’s of counsel. The firm's securities of-counsel: Arizona law practice temporarily authorized pending admission under Rule 39(b). Supervision by Nadine Deeb, a member of the State Bar of Arizona.
Who This Is For
- Startups and growth companies raising a round (SAFEs, convertible notes, or a priced round) under Regulation D, including offering documents and Form D filings.
- Companies conducting Regulation D, Regulation A+, or Regulation Crowdfunding offerings.
- Public and pre-public companies with SEC registration or periodic reporting needs.
In securities matters, we represent companies and issuers. We do not handle investor claims, broker disputes, or SEC enforcement defense.
Securities questions are handled through the firm’s of counsel. If you have not yet set up the company that will raise money, start with our corporate formation and governance work, and see our support for founders at the early stage.
Federal Securities Work
- Advice on federal securities-law requirements for capital formation under the Securities Act of 1933, including Regulation D, Regulation A (Regulation A+), and Regulation Crowdfunding offerings
- Form D filings for Regulation D offerings
- Preparation and review of private placement memoranda, subscription agreements, and officer, director, and investor questionnaires in connection with federal securities offerings
- Securities Act registration statements on Forms S-1 and S-8, and Exchange Act registration statements on Forms 10 and 20-F, as applicable
- Federal securities disclosure and reporting, including Forms 8-K, 10-K, and 10-Q; beneficial ownership reports on Forms 3, 4, and 5; and proxy and information statements on Schedules 14A and 14C, as applicable
- Representation in SEC staff reviews and correspondence relating to the offerings, registration statements, and reports described above
- Advice on federal securities-law considerations in corporate finance planning for start-up and development-stage companies
Federal Securities Law FAQs
If your company relies on Rule 504 or Rule 506 of Regulation D, it must file a Form D notice with the SEC no later than 15 calendar days after the first sale in the offering. If the deadline falls on a Saturday, Sunday, or holiday, it moves to the next business day (17 CFR 230.503(a)(1)). State notice filings and fees may also apply, including to Rule 506 offerings (15 U.S.C. 77r(b)(4)(F), (c)(2)). An initial consultation can help identify the scope of legal work your offering needs before you begin raising money.
A Rule 506(b) offering cannot use general solicitation or advertising. It may include non-accredited purchasers, subject to a limit of 35 counted purchasers in any 90-calendar-day period and specific disclosure requirements. Each non-accredited purchaser must meet the rule’s financial and business sophistication standard, alone or with a purchaser representative; accredited investors are excluded from the purchaser count (17 CFR 230.501(e), 230.502(b)–(c), 230.506(b)). A Rule 506(c) offering may be advertised publicly, but all purchasers must be accredited investors and the company must take reasonable steps to verify that status (17 CFR 230.506(c)). An initial consultation can help identify which offering structure needs further review.
Not always. Being friends or family does not create a separate securities-law exemption. In a Rule 506(b) offering, selling to any non-accredited purchaser triggers specific information requirements, including financial information, a reasonable time before the sale. The rule requires the information, not a document specifically titled “private placement memorandum” (17 CFR 230.502(b)). Federal antifraud rules still apply, including in an all-accredited offering (17 CFR 230.500(a); 15 U.S.C. 77q(a); 17 CFR 240.10b-5). Whether your round needs a PPM or another disclosure package depends on the offering and its investors.
Securities-law review should happen before a company begins offering investments, not just before it receives money. SAFEs and convertible notes used to raise startup capital generally involve securities; the analysis depends on the instrument’s terms and the transaction, not its label (15 U.S.C. 77b(a)(1), (3)). Reviewing the raise early helps identify an available exemption, required disclosures and filings, and the financing documents needed. An initial consultation helps define the scope of that work.
Regulation A, often called Regulation A+, allows eligible companies to offer securities to the public, including non-accredited investors, under an exemption from Securities Act registration. An offering statement must be qualified by the SEC before sales occur. Tier 1 permits offerings up to $20 million, and Tier 2 up to $75 million, subject to the rule’s 12-month aggregation limits and other conditions (17 CFR 230.251(a), (b), (d)). Tier 2 also carries ongoing reporting obligations (17 CFR 230.257(b)). Whether Regulation A fits depends on the company’s eligibility, fundraising plans, and compliance costs.
You begin by booking an initial consultation. We learn about your company, the proposed transaction, and your timing so we can discuss scope. Securities questions are handled through the firm’s of counsel. Before substantive work begins, we confirm whether the firm can accept the matter and the agreed scope of the engagement.
Protect What You Build.
Federal securities services are provided through the firm’s of counsel. The firm's securities of-counsel: Arizona law practice temporarily authorized pending admission under Rule 39(b). Supervision by Nadine Deeb, a member of the State Bar of Arizona. Schedule a consultation to discuss whether your matter fits the firm’s federal securities practice.
Book an Initial Consultation
The initial consultation is not legal advice. Bring a short, nonconfidential description of the situation and any real deadline.
Please do not send sensitive documents or confidential information before we confirm we can assist you. Scheduling a consultation does not create an attorney-client relationship.