Publications: Securities

  • Private Placements Going Public – Updated Regulation D Allows For General Solicitation of Accredited Investors

    June 14, 2018

    Regulation D quietly changed in 2015 and few noticed. Though many real estate developers, owners, business owners, and private equity funds are generally familiar with “private placements” under Regulation D and the limitations of such private placements, a few key advantages are often overlooked. For example, the Jumpstart Our Business Startups Act in 2015 (the “JOBS Act”) added new flexibility for raising funds. Further, while private placements remain complex and highly regulated, the changes in Regulation D give new options to those seeking to raise funds from investors in offerings of unregistered securities not available to the general public. Private Placements...

  • Bringing On Investors: Using Private Placement Memoranda Can Reduce Risks of Personal Liability

    April 5, 2018

    Under state and federal securities laws, owners and managers of companies raising capital through sale securities (e.g., stock or membership interests in companies) can be personally liable for material misrepresentations and omissions in any description of the business or investment. To reduce the likelihood of any personal liability, companies selling securities should utilize a private placement memorandum (a “PPM”). A PPM provides companies (and their ownership and management) with proof that no material misrepresentations or omissions were made in connection with the sale of the securities, allowing such companies to counter any fraud claim brought by an unhappy investor. An investment...

  • Modern Commercial Financing: Your Guide to Regulation A+

    September 25, 2017

    Attracting capital remains challenging for most investors due to regulatory burdens, higher capital costs, and the high risk, high return nature of venture capital. Often, capital projects won't get off the ground unless projected returns are above market rates. This "mini-IPO" or "on-ramp to IPO" allows investors to raise up to $50 million in a 12 month period from the general public, with streamlined initial and ongoing compliance costs. This means a greater pool of investors without all of the costs of a traditional IPO or without the need to have a predetermined list of investors. Davis & Kuelthau is at...

  • Regulation A+: An Alternative to Private Placements and Initial Public Offerings

    May 4, 2017

    Regulation A+ went into effect in 2015. Although Regulation A+ has been around for a couple of years, its use is just beginning to become more mainstream. Since Regulation A+ was promulgated, the SEC has qualified 81 Regulation A+ offerings seeking to raise approximately $1.5 billion. As developers and investors gain more awareness of, and comfort with, Regulation A+, it is likely to completely change the way developers and investors raise the equity necessary for a new project or acquisition. Regulation A+ (sometimes referred to as a “mini-IPO” or as an “on-ramp to IPO”) allows investors to raise up to...

  • New Wisconsin Crowdfunding Law Designed to Help Businesses Raise Capital

    November 11, 2013

    To facilitate investment in Wisconsin businesses, on November 7, 2013 Governor Scott Walker signed the CASE (crowdfunding and securities exemptions) for Jobs Act (2013 Wisconsin Act 52) (the "Act") into law, creating a state securities law exemption enabling Wisconsin businesses to raise up to $2 Million via online crowdfunding campaigns. Similar to the crowdfunding provisions of the federal Jumpstart Our Business Startups (JOBS) Act, Wisconsin joins only two other states – Kansas and Georgia – in enacting state-level securities law exemptions permitting crowdfunding. The Act permits Wisconsin companies to sell equity and debt securities to Wisconsin investors through internet sites registered...

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