Tag Archives: real-estate syndications

Managers who are organizing an investment fund (or even raising money for an operating company) at times want to make the investment more attractive to investors by adding provisions that require at least some payments to the investors before management … Continue reading →

Given the securities laws, one probably ought not to be surprised that there are restrictions on who can be involved in the sale of an offeror's securities. Generally the top officers of the company can sell the securities, although there … Continue reading →

In what strikes many people (especially from other countries) as odd, frequently both federal law and state laws apply to a securities offering. Often those laws are different and both must be satisfied for a legal offering. One exception is … Continue reading →

If an offeror is making an offering that does not allow public advertising, such as a traditional Rule 506 offering, then according to the SEC a pre-existing substantive relationship is required before a potential investor can invest. Specifically, the SEC … Continue reading →

Foreign investors in U.S. companies can be handled one of two ways. One way to deal with non-U.S. investors is to treat them exactly like U.S. investors. Another option, though, is to use federal Regulation S with foreign investors. Using … Continue reading →

Companies that are planning an offering with California investors should be aware of a new California bill that takes effect on January 1, 2013, Senate Bill 978. Information to Be Provided When There Are Non-Accredited Investors One provision of SB … Continue reading →

A number of years ago the SEC effectively banned the use of finders to locate investors for securities offerings that cross state lines. Still, a few states allow finders for their intrastate offerings (offerings made entirely within that state). California … Continue reading →

The California 25102(n) offering exemption is one of the few that allows some public advertising. Non-California companies that do more than half their business in California can use this exemption as well – or perhaps form a California subsidiary. The … Continue reading →

Given that the SEC is on the verge of releasing its final regulations that will allow public advertising of Rule 506 offerings, it’s a good time to review traditional Rule 506 offerings. A Rule 506 offering is the primary type … Continue reading →