Private Placements
Rule 506(b) vs. Rule 506(c): How to Choose the Right Exemption
Solicitation limits, investor accreditation, and verification. The one difference between these two Reg D exemptions decides how you raise.
Read the post →Insights
Securities Law Notes
Plain-English answers to the questions founders, executives, and small-cap issuers ask us most. New posts added regularly.
Recent Posts
Start Here
Every post opens with the direct answer, then the detail: what the rule says, what it requires, and where issuers go wrong. Nine posts now, across private placements, going public, M&A, and enforcement defense.
Regulation D
Form D Deadlines: Filing, Amending, and What Happens If You're Late
File within 15 days of the first sale, amend within 30 days of a material change. Here's what the form asks for and what a late filing costs you.
Read the post →Private Placements
General Solicitation and Private Placements: What You Can Say Publicly
One public post can move your whole raise out of Rule 506(b). What counts as general solicitation, and what stays safe.
Read the post →Regulation D
Bad Actor Checks for Private Placements: Who to Check and What to Look For
Rule 506(d) disqualifications can kill an exemption after money has moved. Who counts as a covered person, and how to document the diligence.
Read the post →Enforcement Defense
What to Do When the SEC Issues a Subpoena
A subpoena is not a charge. The first 48 hours matter most: preservation, counsel, and understanding what the staff actually wants.
Read the post →Rule 144
Rule 144: Selling Restricted and Control Securities
Holding periods, tacking, affiliate volume limits, Form 144, and the legend-removal process with the transfer agent.
Read the post →Going Public
SEC Form 8-A: Exchange Act Registration for Going Public
Form 8-A vs. Form 10, Section 12(b) vs. 12(g), and the reporting obligations that switch on at effectiveness.
Read the post →Mergers & Acquisitions
Letters of Intent in M&A: Terms That Move the Deal
Price structure, exclusivity, and diligence scope: the LOI provisions that set your leverage for the rest of the transaction.
Read the post →Mergers & Acquisitions
Earnouts in M&A: Structure, Dispute Triggers, and Fixes
The three classic earnout disputes, and the drafting provisions that prevent them before the deal signs.
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