RAETZER PLLCTAKE THE CAPITAL RAISE ASSESSMENT

Private Capital & Securities Counsel

Private Capital & Securities Counsel

Raising private capital is a securities transaction—not simply a fundraising campaign.

RAETZER advises businesses and sponsors on the legal architecture and execution of private offerings, including Regulation D offerings under Rule 506(b) and Rule 506(c), offering documentation, investor subscription procedures, Form D filings, state notice requirements and related corporate matters.

Our focus is helping issuers approach the market with a transaction that has been structured deliberately before investors are asked to commit capital.

TAKE THE READINESS ASSESSMENT EXPLORE THE $19,500 LAUNCH PROGRAM

Before the documents

What We Help Clients Decide

  1. 01How much should be raised?
  2. 02Which entity should issue the securities?
  3. 03Debt, common equity, preferred equity or another structure?
  4. 04Rule 506(b), Rule 506(c) or another pathway?
  5. 05Who are the intended investors?
  6. 06Will the offering be marketed publicly?
  7. 07Who will help locate investors and how will they be compensated?
  8. 08Is the company financially and operationally ready for investor diligence?

Execution support

Private Offering Legal Services

A coordinated legal record for the structure, disclosures, investor process and filings that make a raise executable.

  • 01Offering structure and exemption analysis
  • 02Private placement memorandums and disclosure packages
  • 03Subscription agreements
  • 04Investor questionnaires
  • 05Corporate approvals
  • 06Rule 506(b) and 506(c) compliance
  • 07Form D filings
  • 08Standard Blue Sky coordination
  • 09Finder and broker-dealer issue analysis
  • 10Offering communication review
  • 11Amendments and follow-on offerings

A transaction process, not a shortcut

Regulation D Does Not Eliminate Securities-Law Risk

Regulation D provides exemptions from SEC registration when its requirements are satisfied. It does not eliminate the federal antifraud rules, and state notice requirements may continue to apply. Offering structure, disclosure and communications should therefore be addressed as parts of a single transaction process.

Two common pathways

Structure the raise around the investor strategy.

The exemption and the way an offering reaches investors need to work together.

Private offering structure diagramCompany flows into offering structure, which leads to investors through either Rule 506(b) or Rule 506(c).CompanyOffering StructureInvestors506(b): Relationship-BasedNo General Solicitation506(c): General SolicitationPermitted / Accredited Purchasers + Verification

The next decision

Is the business ready to raise?

Start with a structured screening of the business foundation, offering architecture, investor strategy and execution readiness.

Take the private capital raise readiness assessment

This page is for general educational and informational purposes only. It is not legal advice and does not create an attorney-client relationship. Representation begins only after conflicts review and execution of a written engagement agreement.