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PRIVATE PLACEMENT ATTORNEYS

Capital Fund Law Group advises companies and entrepreneurs on raising equity and debt capital through Regulation D private placement offerings.  We assist clients throughout the United States to navigate the rapidly evolving securities laws and SEC regulations.  We have experience preparing private placement offerings through a variety of Regulation D offering structures and in every major industry sector including: investment funds, real estate, oil and gas, lending and finance, medical devices, food and beverage, manufacturing, film finance, automotive and others.

FLAT-FEE PRIVATE PLACEMENT SERVICES

Our flat-fee private placement services include start-to-finish counsel with all aspects of preparing a private placement offering, including choosing the proper exemptions, structuring the offering terms, preparing the necessary documentation to create additional classes of security interest, preparing the private placement memorandum (PPM), filing the federal Form D filings and advising the company on legally marketing the offering.

NATIONALLY RECOGNIZED EXPERTISE

We have authored numerous industry publications, including eBooks, white papers, PPM excerpts and blog posts dedicated to helping businesses understand various aspects of private placement offerings (scroll below to read and download).  Our firm has been quoted on securities law topics in some of the nation’s leading financial publications, including Forbes, Entrepreneur, and Business.

Call (212) 203 - 4300 or email us to schedule a complimentary consultation with one of our attorneys to discuss the legal structure, regulatory requirements, timeline and costs involved in preparing a private placement offering.

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Private Placement Resources

Information & Downloads

PRIVATE PLACEMENT EBOOK

Raising Capital Through a Regulation D Private Placement | By John S. Lore, Esq.

This eBook provides a guide through the process of raising capital by a private securities offering through the use of a private placement memorandum (“PPM”). The eBook explores the various components that are involved in structuring and preparing a private securities offering, including: how to determine the offering structure, choosing the proper registration exemptions and marketing the offering to qualified investors.

WHITE PAPER

Structuring and Preparing a Private Placement | a White Paper

To effectively raise capital through a Regulation D private placement, a company must safely navigate the complex regulatory structures that govern the offering. Unintentionally deviating from regulatory disclosure requirements can result in serious consequences for the issuer and its directors, officers, and managers. Experienced legal counsel plays a vital role in guiding companies through their various responsibilities and can help managers avoid devastating mistakes as they raise capital.

This white paper describes a private placement for an operating company in a debt or equity capital raise by a single company. For information on structuring an offering for a multi-asset pooled investment fund, such as a private equity fund, real estate fund, or hedge fund, please see our white paper entitled: Investment Fund Legal Documents.

PPM EXCERPTS

Operating Company Sample PPM Document Excerpt | An Example Document

The Following is a concise model excerpt of a private placement memorandum (PPM) for an operating company (a single-entity issuer, rather than an investment fund). The PPM is based on a fictitious early stage New York medical device company raising series A financing for FDA approval and initial manufacturing.

Although the document is focused on a narrow industry, the excerpt illustrates the level of specificity that an operating company PPM should have, particularly in its risk factors. Many issuers make the mistake of relying on template-driven, boilerplate language that fails to identify risks and contingencies specific to the company’s business and regulatory climate.


Real Estate Fund Sample PPM Document Excerpt | An Example Document

The Following is a concise model excerpt of a private equity fund private placement memorandum (PPM). The PPM is based on a fictitious closed-end real estate fund investing in multi-family residential real estate in California.

The excerpt highlights many of the fund investment terms that should be considered when forming in a private equity real estate fund.  The excerpt is intended to provide an idea of the type of information and level of detail that should be expected in a fund and provide a starting point for discussions with an investment fund attorney.

RELEVANT BLOG POSTS

Media Coverage

National News Recognition

OUR LEGAL COUNSEL HAS BEEN QUOTED IN LEADING FINANCIAL PUBLICATIONS, INCLUDING FORBES, ENTREPRENEUR, BUSINESS, AND OTHERS. CAPITAL FUND LAW GROUP HAS BEEN RECOGNIZED FOR ITS INVESTMENT FUND EXPERTISE BY WEALTH & FINANCE INTERNATIONAL IN ITSALTERNATIVE INVESTMENT AWARDS.

...The case should serve as a reminder that investors as well as money managers serving as stewards of their clients' financial resources (not to mention their own reputations) need to take reasonable steps to undertake  due diligence when researching the viability of an investment...

SEEING PAST THE ICO SPARKLES: A DUE DILIGENCE CAUTIONARY TALE

John Lore Quoted on Ripple Cryptocurrencies

"There's a lot of short-term trepidation based on regulatory uncertainty based on the SEC, with what the European Union is doing, and what various Asian regulators are doing," said John Lore, managing partner at Capital Fund Law Group.

Lore's firm advises hedge funds and private equity groups in the crypto-space. He said he's seeing an "unprecedented" number of new fund starts continuing from February.

"I think the sell-off this year has more to do with short term concern than any long-term general distaste for the asset," Lore said.

RIPPLE IS THE WORST PERFORMER AMONG MAJOR CRYPTOCURRENCIES IN THE FIRST QUARTER

The SEC’s desire to interview cryptocurrency hedge funds, the only asset managers currently operating in the space, seems a logical next step in the development of the digital asset regulatory framework. The probe also underscores the fact that the SEC takes the crypto hedge fund space very seriously and will continue to keep a close eye on it moving forward.

SEC’S CRYPTO HEDGE FUND PROBE IS HEALTHY FOR THE INDUSTRY

Forbes
“According to John S. Lore, Esq., owner of Capital Fund Law Group, PC, ‘When selecting service providers, including an attorney, administrator, and auditor, the management should consider the professional background of each provider. The level of quality of the service providers says much about the quality of the corporation’s management and business plan. Before smart people will invest in or purchase anything they seek signs of competence and stability from all tiers of the organization.”

The Five Keys To Marketing An Emerging Service Or Product | By Steve Olenski

Entreprenur

“An accredited investor is an investor that meets the income or net worth tests established by the SEC,’ says John Lore, managing partner of Capital Fund Law Group. ‘For individuals, the investor must have a net worth or joint net worth with his or her spouse exceeding one million dollars or meet a $200,000 per year annual income threshold ($300,000 if combined with spouse).”

4 Options for Raising Capital From Friends, Investors or Even the Feds | By John Boitnott

 

 

From Our Clients

Our Clients’ Experience

OUR CLIENTS ROUTINELY COMMENT ON THE DEPTH OF OUR KNOWLEDGE, THE LEVEL OF SOPHISTICATION, AND THE TIME WE TAKE TO PROPERLY UNDERSTAND AND IMPLEMENT THE CLIENT’S UNIQUE OBJECTIVES. BELOW IS A SAMPLING OF OUR CLIENTS’ PERSPECTIVE ON OUR SERVICE.

Yogaveda
“We hired John Lore of Capital Fund Law Group to develop a private placement memorandum for my company. John and his team were extremely professional and diligent in getting the work done and I found them to be completely knowledgeable and experts at addressing the various nuances of explaining and determining the appropriate strategy for my particular situation. I would recommend them to anyone in need of securities legal counsel and fully expect to work with them on an ongoing basis as my company grows.”

 Douglas Marshall Cooper | Founder/CEO | YogaVeda Beverage Company, LLC

Livid
“John Lore and his associates at Capital Fund Law are a great option for your private placement offerings and securities law counsel. They offer professional services in a very timely matter. Their services are competitively priced. We were new to securities offerings and they walked us through each step and providing the needed direction to produce our offering. We highly recommend them for your securities law needs. Selecting them as our counsel was a great decision.”

 RAYMOND M. GORDON, JR. | CO-FOUNDER & CEO | LIVID MOBILE, INC

Key West Investments
“In searching for investment fund legal counsel, I interviewed quite a few attorneys. Due to my securities experience and knowledge in the industry, I looked for someone not only capable and experienced, but also with in-depth knowledge in providing advice. John is a remarkable person to work with. He is efficient, reasonable and knowledgeable. Thank you, John, for your hard work and being flexible to work with our schedule.”

 Yvonne Yiu | Chief Executive Officer | Key West Investments, LLC