Legal Blog

How To Raise Capital Via A Private Placement Memorandum

As a corporate strategies consultant with a firm that focuses exclusively on authoring business plans, private placement memorandum (Regulation D rules 504, 505 and 506), facilitating initial and/or direct public offerings via our database of investors and taking companies public on the OTCBB, I am consistently confounded by companies that... read more →

May 10, 2017
Louis Amatucci
Capital Raising, Legal, Private Placement Memorandum

Business Team Investment Entrepreneur Trading Concept

Tips to Safely Raising Capital Without Going to Jail

Regarding the sale of private placements, it is very important for clients to recognize that the investment landscape has changed over the past few years. I’m, specifically, referring to the heightened interest on the part of the US Attorneys’ and the SEC’s offices concerning improperly drafted or flawed sponsor offerings.... read more →

May 5, 2017
Louis Amatucci
Capital Raising, Legal, Private Placement Memorandum

How to Raise Capital from VC’s, Angel Groups, and Institutional Investors

An institutional quality investor package includes (1) a PPM drafted by an experienced securities law firm, like ours; (2) an institutional quality business plan; and (3) an institutional quality 6-8 page pitch book. A very small percentage of seed stage companies will be able to raise money with a business plan... read more →

March 1, 2017
Louis Amatucci
Capital Raising, General, Legal, PPM, Private Placement Memorandum

How To Determine When Promissory Notes Are Securities

This article explains in detail how to determine when promissory notes are securities and when they are not. Why do you care, you may ask? Well, the answer is simple: When a promissory note is not a security, you are not required to register it as a security when you... read more →

February 1, 2017
Louis Amatucci
Capital Raising, General, Legal, PPM, Private Placement Memorandum, Public Offerings

How to Sell Restricted Securities

Any stock purchased in a private offering is transformed into restricted stock and therefore, becomes a restricted security. Restricted securities must be sold in compliance with Rule 144, The Section 4(1.5) Exemption, or must be properly registered for resale. Most often restricted stock can be identified via a legend on... read more →

January 1, 2017
Louis Amatucci
144(a), Capital Raising, IPO, Legal, PPM, Private Placement Memorandum, Public Offerings

SEC Regulations and the Requirements Imposed Upon Brokers/Finders

Any individual selling stock for another must comply with the broker laws imposed by the SEC. This is true whether the individual is a family member, friend, director or employee. If the individual selling the stock regularly sells such stock, he must be properly registered as a broker with the... read more →

December 1, 2016
Louis Amatucci
Capital Raising, Legal, PPM, Private Placement Memorandum, Public Offerings

Soliciting Investors for Private Placement Securities Offerings

Here is a brief discussion of how to locate and solicit investors for a private placement. This article covers offerings for angels or VCs under Regulation D, Rule 504 or 506. PROHIBITIONS AGAINST GENERAL SOLICITATIONS AND ADVERTISING An issuer may not, per Regulation D and/or Rule 502(c), offer to sell... read more →

November 1, 2016
Louis Amatucci
Capital Raising, Legal, PPM, Private Placement Memorandum, Public Offerings

Using Private Placements Over IPOs or Venture Capital

Tough economic forecasts or down markets create an unsure market for companies looking to raise capital through an IPO (Initial Public Offering) or secondary public offering. In fact, many companies that register IPO's have "pulled the plug" until they are certain they can raise the money desired with a good... read more →

October 1, 2016
Louis Amatucci
General, Legal

Assembling Capital Via Private Placements

Markets in a downturn often halt new secondary offerings and IPOs, causing companies to wait and hope for a quick return to the upside. While new secondary offerings and IPOs are one way of raising working capital, there are many other ways, each source having specific limitations and requirements. For... read more →

September 1, 2016
Louis Amatucci
General, Legal

Taking Your Company Public

You Don’t Have to Beg Institutions and Broker Dealers to Sell Your Private Placement Offerings. If you believe the public would buy shares in your company, you can take control of your destiny and “take your company public." A direct public offering is an initial public offering (IPO) where the... read more →

May 1, 2016
Louis Amatucci
Capital Raising, General, IPO, Legal, PPM, Private Placement Memorandum, Public Offerings

Louis Amatucci