Our Regulation A / Reg A offerings are expertly drafted by a private placement lawyer based on your specific funding requirements – We do not use templates, and they should never be used!
Regulation A Lawyer | Regulation A (Reg A or Reg A+) Offering Drafting
- Our Securities and Exchange Commission (“SEC”) approved Regulation A+ exemption (Reg A or Reg A+) offerings are drafted and reviewed by no less than TWO highly skilled and veteran securities attorneys for accuracy.
- Our SEC approved Regulation A+ exemption lawyers are large law firm caliber lawyers, and most are graduates of top law schools with top tier experience.
- We are one of the few law firms in the country that represents other law firms clients in Securities and Exchange Commission defense actions.
- Our goal is to protect you from future SEC, regulatory, legal and criminal prosecution and to design a legal structure that will help you succeed.
- Our SEC approved Regulation A offering drafting expertise covers the widest range of offerings possible, including but not limited to real estate, cryptocurrency, and technology.
Regulation A Offering Drafting Costs and Fees
- Our competitive flat fee pricing is significantly more competitive than similarly skilled midsize securities lawyers or large law firms.
Regulation A Attorney | Reg A Drafting and Resources | What is Regulation A
- A Regulation A offering memorandum is a legal document that is generally required to raise capital from high net worth individuals and institutional investors. Securing funding through a Regulation A offering can be a very complicated and tricky process if it is not done right. A skilled SEC Regulation A exemption lawyer can help you.
- After passage of the Jobs Act in 2012, the Regulation A offering exemption was renamed “Regulation A+,” and it truly became new and improved. The Regulation A+ offering has two Tiers, Tier 1, and Tier 2, and it is a type of “mini IPO.” The new Tier 1 and Tier 2 will permit the sale of securities of up to $20M and $50M respectively, but there are other pros and cons which our lawyers will be happy to discuss with you.
- Regulation A vs Regulation D (Reg A vs Reg D) Offerings: Although both Regulation A and Regulation D are both exemptions from a full registration, Regulation A offerings require that issuers file an offering statement with the SEC. This offering statement is subject to review and comments from the SEC, but the review is less involved than that of a full S1 public offering registration. Regulation D exempt offerings, in contrast, do not require any substantial disclosure filing with the SEC. The only document that must be filed with a Regulation D offering is a Form D, which takes 5 minutes to complete.
Regulation A Offering Requirements
- Because of the potential for civil and criminal prosecution if not executed properly, Regulation A exemption offerings require a high level of skill and experience—this is the reason that we assign TWO Regulation A lawyers to draft all of our client’s offering documents, whether Tier 1 or Tier 2. In addition, all of our Regulation A attorneys have over a decade of experience drafting private placement offerings, and most have about 20 years of concentrated practice in this area. This is nearly double the experience of most small law firms and many midsized firms. In fact, most large law firms assign associate level attorneys, with less than six years of experience, to draft most clients offering documents. Large law firm veteran lawyers typically only serve large and “valued” clients.
Regulation A investment
- Our documents are not drafted solely based on theoretical legal principles. Instead, since we are Regulation A lawyers and securities litigators, we draft our offering documents so that they anticipate potential arguments that plaintiff’s attorneys and regulators could make against our clients in the future. Our backgrounds and our close ties to investment banking firms allow us to provide you with deal structuring and market advice that other lawyers can’t.
Regulation A Offering Documents | What is a Reg A offering
- Regulation A / Reg A exemption offering documents, whether they are for a real estate offering, cryptocurrency offering, or crowdfunding offerings, must be carefully crafted by a Regulation A lawyer to protect you from running afoul of the securities laws. Inexperienced Regulation A attorneys and non-lawyer consulting firms are simply unequipped to draft these types of documents. In fact, many experienced large law firm SEC Regulation A / Reg A exemption lawyers, while very competent, only devote a small percentage of their practice to drafting private placements, usually 25% or less. In fact, if you closely examine large law firm securities lawyer’s bio’s, you will notice that most of them describe that they are experts in no less than four areas of law in addition to securities law (ie. mergers and acquisitions, real estate, banking law, etc).
- At our firm, 95% of our law practice is devoted to drafting Private Placements, Regulation A exemption offerings, public offerings and to litigating securities matters for other law firm’s clients. In addition, as SEC Regulation A lawyers, we have a near decade long proven track record of drafting legal documents that protect clients from litigation and regulatory investigation. Finally, a Regulation A / Reg A lawyer may also be referred to as a crowdfunding attorney or cryptocurrency attorney, but such distinctions are only necessary to describe the lawyers’ scope of practice, and our attorneys are considered experts in both of these specialized areas.
Why Choose Us?
We are one of a few full-service securities law firms that can offer our clients the benefits described below:
- We are experienced private placement lawyers, and we provide large law firm skill and experience at extremely competitive boutique law firm pricing.
- We are among the most competitively priced law firms in the nation, given our level of skill and experience.
- Our team has more than 50 years of combined securities law experience, and our objective in serving clients is not to simply draft a private placement memorandum. Instead, our objective is to draft an offering that will protect our clients against potential future civil and criminal allegations in the event that investors aren’t satisfied with the outcome of their investment.
Call us today for a free consultation.
Our Skill and Experience
We are a boutique law firm that possesses the same level of skill and experience as a mid-size or a large law firm. Each of our attorneys has more than a decade of legal experience, and most are graduates of top schools in the U.S. Our team is comprised of a former Morgan Stanley in-house attorney, a former Securities and Exchange Commission staff reviewer, a former litigator with the Illinois Attorney General’s Office, and other attorneys who were trained by and worked at large and prestigious law firms.
Two Veteran Lawyers on Every Project
Why? Because we believe that this level of redundancy is necessary to draft securities offering documents in order to properly protect clients from the risk of future potential civil and criminal prosecution.
We Can Protect You Better
Since we are also securities litigators, we represent investors in securities fraud actions. These are litigation actions where investors have invested in offerings and have become dissatisfied with the results of the offering.
Experience with Distribution
Most law firms are far removed from securities distribution due to a lack of hands-on capital markets experience. Our attorneys aren’t just former law firm attorneys; many of our attorneys have worked directly for issuers that have issued hundreds of millions of dollars in securities. This provides our lawyers with extensive real world securities distribution experience and allows us to furnish our clients with necessary direction that other less experienced attorneys cannot.
We offer flat fee pricing that is extremely competitive when you consider our skill and experience.
Mr. Amatucci serves as the Managing Partner of Centarus Legal Services PC, Centarus Business Consultants, Ltd, and Centarus Brokerage Services. His practice focuses on securities law and corporate law. He is a securities and corporate attorney who has more than 30 years of combined legal and business experience. Prior to heading Centarus, Mr. Amatucci was employed as managing partner and general counsel at a respected midsized Midwestern securities issuer, where he established and directed the firm’s captive securities broker dealer distribution infrastructure. During that time, he had responsibility for drafting and overseeing the drafting of securities filings and compliance matters relative to the issuer and its broker dealer distribution, corporate formation matters, and employment matters.Mr. Amatucci has also served as managing partner of a boutique securities broker dealer where he had responsibility for all operations of the office, including management of registered representatives, profit and loss responsibility, communications, and oversight of day to day activities.
He and Centarus have, also, represented clients in front of the Illinois State Securities Department the US Attorney’s office, subsequent to clients receiving improper direction from prior counsel. Mr. Amatucci and Centarus have litigated cases in Illinois state court ranging from breach of contract to investor fraud matters.
Additionally, he possesses more than a decade of investment industry and banking experience including sales, marketing and executive level experience; and he spent over four years of that time assisting clients in raising capital through wholesale, retail, direct, and broker dealer distribution.
Furthermore, Mr. Amatucci has over ten years of combined commercial real estate and commercial finance experience, and over ten years of technology industry experience. In the technology industry, he held engineering, senior engineering and executive level management positions at numerous large and respected national and international companies, to include, Unisys, Motorola, and VartaGmbh.
Mr. Amatucci holds a Bachelor of Science degree in Mechanical Engineering, and three advanced degrees, including a Master of Science, a Master of Arts, and a Juris Doctor. He is a graduate of Dartmouth College, New York University-Polytechnic Institute, and John Marshall Law School where he was an honored recipient of the Ronald Rosenberg academic scholarship, and where he graduated with Dean’s List honors. He has, also, been an active member of the Illinois and New York Bar associations, and he is a former graduate level college professor of corporate and employment law.
Alesia Selby Flemming
Ms. Flemming works with Centarus Legal Services, PC, and she focuses primarily on securities law, securities litigation, corporate law, and transactional work. She operated a solo practice for over a decade, where she represented high technology service providers, software companies, consulting firms in sales, human resources and banking, e-commerce companies, publishers and traditional retailers. Additionally, she was vice president and general counsel of OrderTrust, Inc. and an associate at Davis, Polk & Wardwell in New York City and at Goodwin, Proctor in Boston. Ms. Flemming clerked for Chief Judge Judith S. Kaye at the New York Court of Appeals. She earned her a law degree from New York University School of Law, where she was the managing editor of the Law Review, a semi-finalist in the Orison S. Marden Moot Court Competition, and a fellow in the Non- media Libel Law Program. Prior to entering the law, Ms. Flemming earned her B.A. degree from Georgia State University and was an editor for a weekly newspaper in Atlanta. She is also a writer concentrating on professional articles and fiction. Ms. Flemming is admitted to practice law in New York and Massachusetts.
Mr. Mallinger’s works with Centarus Legal Services, PC, and his practice focuses on focuses securities law, corporate law, and transactional work. He possesses over 30 years of financial services industry legal and business experience, which includes, among other positions, serving as Counsel to Morgan Stanley, Associate Counsel at the Chicago Stock Exchange, Senior Attorney at Bank of America (formerly Continental Bank, N.A.) and Senior Attorney at both the Office of Thrift Supervision and the Comptroller of the Currency. He is a graduate of the University of Michigan Law School.
His transactional experience includes public and private offerings of securities, in both domestic and offshore markets; corporate and securities reporting, compliance and governance matters; broker- dealer and clearing agency regulation; mergers, acquisitions and divestitures of affiliates and non- affiliates; sales and purchases of assets; investments; corporate, real estate and other financing transactions; general regulatory compliance, including filings and reports; derivative transactions; a variety of contracts (e.g., cash management, non-disclosure, information technology, marketing, vendor, transfer agency); risk management activities; and banking and consumer finance regulation and transactions, among other activities. Mr. Mallinger is admitted to practice law in Illinois.
Alex W. Reichl
Mr. Reichl works with Centarus Legal Services, PC. He graduated from Westmont College in Business and Economics with departmental honors for highest achievement, Mr. Reichl attended and graduated from the Boalt Hall School of Law at the University of California at Berkeley with distinction. Mr. Reichl’s practice focuses on focuses primarily on securities law, corporate law, and transactional work. After working for a term with Judge Ronald M. Whyte of the Federal District Court in San Jose, Mr. Reichl founded his own law office and worked with various start-up companies as both counsel and founder.
In 1999, he joined the prominent venture fund, Redwood Ventures, as General Counsel, where he assumed responsibility for all legal matters for the third fund and its portfolio, including negotiating and closing the transactions to create the fund’s portfolio as well as the formation of the fourth fund. In addition to overseeing various acquisitions of Redwood portfolio companies, Mr. Reichl was founding corporate counsel for Comstellar Technologies, Inc., and, in such capacity, transitioned Redwood through their acquisition by Comstellar as well as negotiated and closed the transactions creating Comstellar’s initial portfolio of companies. In his stint with Redwood and Comstellar, Mr. Reichl was responsible for overseeing, facilitating, and creating over $500M in transactions. Mr. Reichl is admitted to practice law in California.
Mr. Falli has ten years of litigation experience and focuses on securities and civil litigation for Centarus Legal Services, PC. Previously with the Office of the Illinois Attorney General and the Du Page County State’s Attorney, he specialized in civil litigation. He brought and defended commercial litigation actions on behalf of the Illinois Securities Department, the Capital Development Board, and the Illinois Department of Transportation in both state and federal courts as well as before administrative hearings. Representative clients also include the Department of Commerce and Economic Opportunity, the Secretary of State, and the Department of Professional Regulation. He externed with the Honorable Wayne Andersen of the United States District Court for the Northern District of Illinois and the Honorable Frank Orlando of the Illinois Circuit Court. Prior to graduating from law school, he interned with the United States Environmental Protection Agency. In law school, he was awarded the West Publishing Award, a CALI Award, and the Herman Memorial Dean’s Scholarship. During his summer abroad, he studied Comparative Trial Advocacy at King’s Inns in Dublin, Ireland. Mr. Falli has provided pro bono representation to the Chicagoland Bicycle Federation and Fort Bend Lawyers Care. He is a graduate of Indiana University and John Marshall Law School. Mr. Falli is admitted to practice law in Texas.