Securities Sales and Private Placements
Any time a company or venture seeks investments or to borrow money from any source other than a bank or other institutional lender, there is very likely an offer of sale of a security. Every offer or sale of a security must be registered under Federal and applicable state securities laws unless a specific exemption from registration is identified, documented and perfected. Every sale of a security must comply with the disclosure requirements of the Federal and applicable state securities laws, whether it is registered or exempt from registration. It is virtually impossible to comply with the exemption and disclosure requirements of state and federal securities law without guidance from an experienced professional.
Compliance with securities laws and regulations is often simple and inexpensive with proper planning and execution before the first offer or sale is made. At every step beyond, it becomes more complicated and more expensive. If you sell securities without a properly documented exemption and appropriate disclosure, the results are often catastrophic. Securities law violations can disqualify your company from raising funds in the future. Securities law violations can require you to return funds to investors with interest and attorney fees. Securities law violations can result in investigations by securities regulatory authorities. Such an investigation could result in consequences as dire as your company being taken away from you and put into receivership and your having personally to pay back all of the investments. Violations of securities laws can also be criminal offenses carrying penalties of up to five years in prison and fines up to $500,000 for each improper sale.
Page Perry stands by to provide to you and your business the guidance you need to avoid the potentially disastrous consequences of improper securities sales. Page Perry attorneys can counsel you about how to structure your investment solicitation efforts so that they are legal and so as to minimize compliance costs. Page Perry attorneys can assist you in preparing the documents you need to perfect exemptions from registration and to comply with your disclosure obligations. Page Perry attorneys can assist you in conducting and documenting your securities sales so that you can demonstrate, if ever questioned, that you properly perfected your exemptions and made your disclosures.