We advise companies through the appropriate securities offering processes including: Reg CF (Crowdfunding), Reg A(+), Reg D, Reg S, and Rule 147. We’re here to help your management team to navigate the complex regulatory schemes involved in the raising of capital. 

The Kelley Clarke Team also has experience in structuring private funds and ensuring that such funds are in compliance with the Investment Company Act of 1940, Investment Advisers Act of 1940, and other applicable state and federal securities laws. 

Regardless of your geographic location, we will provide advice on the structure that works best for your company’s working capital or capex needs.  

One of our areas of securities law expertise is drafting and finalizing private placement memoranda (“PPM”).  This private placement version of a prospectus is delivered to qualified prospective investors for private securities transactions.  Crafting subscription documents, operating agreements or investor questionnaires finds, informs, and keeps you engaged with your stakeholders and partners.

We provide guidance with ensuring that the offering complies with the requirements of applicable federal and state securities laws.

We make sure your deal satisfies the conditions of exemptions from the registration requirements of the Securities Act of 1933 and of applicable state securities laws (also known as “blue sky laws”).

We will also effect the appropriate filings with the Securities and Exchange Commission and with State Securities Commissions.

As a continuing service, we provide securities law expertise and legal services to clients with their ongoing compliance needs.


It’s been great working with the Kelley-Clarke firm for all of our real estate transactional and securities-related legal needs. Dugan always takes good care of us here at and really have our back. One of our best decisions was to start using the Kelley-Clarke firm.

Dan Hanford


KelleyClarke law firm is incredible! I have been using them for over 10 years. They stand above other attorneys because they handle our real estate transactions, SEC offerings, and can be engaged for virtually any legal matter. In addition to their breadth of experience, they are a joy to work with and have a great deal of business experience and common sense which can be very hard to find when engaging attorneys. They are extremely creative and will help propose various options along with the pros/cons. I highly recommend them!

Mark & Tamiel Kenney

Think Multifamily

I have never met an attorney that makes themselves more available that Dugan Kelley.  Dugan has never hesitated to take a call when I or one of my investors had a question.  He cares about my investors just like they are his own.  The Kelleyclarke team has become a part of our team that we couldn't imagine doing business without.

Whitney Sewell

Life Bridge Capital