Securities
Raising capital privately is mostly a drafting problem. The exemption you rely on, the disclosure you make, and the paper you sign decide what happens years later.
The practice
Offerings, from structure to closing.
The firm advises companies, issuers, underwriters and private equity funds on state and federal securities matters — drafting private placement memoranda and financing agreements, structuring new ventures, and handling the transactions that follow.
Most of that work is private. Regulation D offerings, PIPEs, funds and joint ventures share a common risk: the exemption has to hold, the disclosure has to survive the outcome, and the operative agreements have to say what everyone believed they said. Getting that right at the front is what keeps a program out of the arbitration practice on the other side of this firm.
The related contractual work sits here too — partnerships, joint ventures, alliance transactions, stock options and warrants, and key employee compensation.
Over $3 billion
in debt and equity securities structured and drafted — private placements, joint ventures and other investment arrangements across energy, real estate, private equity and debt.
Scope
Instruments, structures and requirements.
Exemptions and offering types
Instruments
Funds and programs
Offering documents and closing
Regulators and filings
Further reading
Questions this practice answers most often.
Rule 506(b) vs. Rule 506(c)
You can advertise the offering, or you can accept money from investors who are not accredited. You cannot do both.
Investor status and the accredited investor definition
Most private offerings turn on who is buying, not how much is raised. The tests for who counts, and what each one opens.
Exempt offerings compared
Eleven exemptions side by side, with what California adds to each one and who is allowed to sell.
Business and corporate glossary
The words in a deal document, defined in plain English, with California’s answer where it differs.
Planning an offering?
The earlier the structure is settled, the cheaper everything after it becomes.
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