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Securities Law

Private Placement Memorandum

At Kelley Clarke, our experienced attorneys provide comprehensive legal services in securities regulation, compliance, transactions, and litigation. Whether you’re dealing with public offerings, private placements, regulatory issues, or enforcement actions, we are dedicated to protecting your interests and ensuring your success. Trust our expertise to guide you through the ever-evolving landscape of securities law. 

Area of expertise

Experienced attorneys providing comprehensive legal services in securities regulation, compliance, transactions, and litigation.

Private Securities Offerings

  • Private Securities Offerings (PPM)
  • Subscription documents, operating agreements, and investor questionnaires
  • Private Fund and Investment Companies
  • Startups and Venture Capital 

Publicly Traded Offerings

  • Publicly Traded Offerings 

Crowdfunding

  • Crowdfunding

Compliance and Filings

  • Form D filings
  • Compliance-Securities Act + Blue Sky/State Filings
  • Form ADV filings
  • Filings for SEC and SSC

Testimonials

Frequently Asked Questions

The Investment Company Act of 1940 is a federal law that regulates the organization and activities of investment companies, including mutual funds. Its primary goal is to protect investors by ensuring that investment companies operate in a fair and transparent manner. 

Form ADV is a required submission for investment advisers registering with the SEC or state securities authorities. It provides detailed information about the adviser’s business, ownership, clients, employees, business practices, affiliations, and any disciplinary events of the adviser or its employees. 

Crowdfunding is a method of raising capital through the collective effort of a large number of individual investors, typically via the internet. It is regulated by the Securities and Exchange Commission (SEC) under the Jumpstart Our Business Startups (JOBS) Act, which allows companies to use crowdfunding to offer and sell securities. 

Private funds refer to pooled investment vehicles that are not required to register under the Investment Company Act. Examples include hedge funds and private equity funds. These funds typically have fewer regulatory restrictions but are limited to accredited investors. 

A fund of funds is an investment strategy that involves holding a portfolio of other investment funds rather than investing directly in securities. This can provide diversification and professional management, but also may involve higher fees due to the layered structure. 

A public offering involves the sale of securities to the general public, typically through an initial public offering (IPO). This process is highly regulated and requires extensive disclosure, including a registration statement filed with the SEC. It allows companies to raise capital from a broad investor base. 

Our firm provides comprehensive support to ensure your securities offerings comply with all relevant regulations. We assist with filing requirements, regulatory compliance, drafting offering documents, and navigating the legal complexities of securities law to help you achieve your business objectives. 

Non-compliance with securities regulations can result in significant penalties, including fines, sanctions, and reputational damage. It can also lead to legal action from regulatory bodies or investors. Our firm is dedicated to helping you stay compliant to avoid these risks. 

Additional Resources

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