Securities Compliance

Securities Compliance

We provide securities compliance for entrepreneurs, founders, startups, hedge funds, private equity funds, cryptocurrency hedge funds, investors, shareholders and established companies in connection with various types of securities transactions, including:

  • Issuance of founder stock.
  • Seed financing & angel investments.
  • Employee stock purchase agreements.
  • Stock option plans and agreements.
  • SEC Rule 10b5-1 trading plans.
  • Public securities offerings.
  • Private securities offerings.
  • Private fund formation (e.g., hedge fund, private equity fund or cryptocurrency hedge fund).
  • Investment adviser registration & exempt reporting adviser filings.
  • Investor accreditation, qualification and suitability certification.
  • Mergers & acquisitions, dispositions and divestitures.
  • Stock transfers & gifts.
  • Stock repurchases & redemptions.
  • Convertible securities transactions.

Compliance with federal and state securities law requires a thorough understanding of the following statutes and their associated rules and regulations.

  • Securities Act of 1933.
  • Securities Exchange Act of 1934.
  • Investment Advisers Act of 1940.
  • Investment Company Act of 1940.
  • Sarbanes-Oxley Act of 2002.
  • State securities laws (known as “blue sky” laws).
  • OTC Markets listing and compliance rules.

Every issuance of equity or debt in a corporation, partnership or LLC in the U.S. must comply with federal and state securities laws and their associated securities regulations. These statutory requirements apply to issuances to founders, employees, consultants, investors and partners. Certain equity and debt issuances, including most public offerings of equity and debt, require registration with the SEC. When companies issue equity and debt securities they may rely on an exemption from registration.

The issuance and transfer of equity or debt securities is subject to numerous restrictions and compliance requirements. Failure to comply with issuance, transfer restrictions and compliance requirements when issuing or transferring equity or debt securities can result in civil or criminal enforcement actions, monetary penalties, private litigation, and the inability to complete a financing or other corporate finance transaction. It is imperative that companies consult with experienced counsel before beginning any capital raising efforts or other securities related transactions.

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