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Private Placement
Securities Practice

Welcome to Faison Law Group LLC's Private Placement Securities Practice

At Faison Law Group LLC we understand that securing capital through private placements is a strategic move that requires a delicate balance of legal acumen, industry knowledge, and a meticulous approach. Our Private Placement Securities Practice stands at the forefront of providing expert legal counsel to businesses seeking to navigate the complex landscape of private offerings.

Expertise in Private Placements

Our dedicated team of legal professionals specializes in advising clients on private securities offerings, ensuring compliance with relevant laws and regulations while optimizing financial goals. We offer a comprehensive suite of services, ranging from regulatory compliance to tailored structuring of offerings, always keeping our client’s unique needs and objectives in mind.

When is a Rule 144 Opinion Letter Required?

A Rule 144 opinion letter is typically required by buyers of restricted securities. This is because buyers want to be sure that they can resell the securities without registration in the future.

Rule 144 opinion letters are also sometimes required by lenders or other parties who are financing the purchase of restricted securities.

What is a Rule 144 Opinion Letter?

A Rule 144 opinion letter is a legal document issued by a securities attorney that states that a particular sale of restricted securities complies with the requirements of Rule 144 of the Securities Act of 1933. Restricted securities are securities that have not been registered with the Securities and Exchange Commission (SEC).

Rule 144 is a safe harbor provision that allows for the resale of restricted securities without registration, subject to certain requirements. These requirements include holding the securities for a certain period of time, selling the securities in limited quantities, and filing certain information with the SEC.

What are the Benefits of Having a Rule 144 Opinion Letter?

There are a number of benefits to having a Rule 144 opinion letter drafted. These benefits include:

Peace of mind: A Rule 144 opinion letter can provide peace of mind to both buyers and sellers of restricted securities. Buyers know that they can resell the securities without registration, and sellers know that they are complying with the requirements of Rule 144.

Increased liquidity: A Rule 144 opinion letter can increase the liquidity of restricted securities. This is because buyers are more likely to purchase restricted securities if they know that they can resell them without registration.

Reduced risk: A Rule 144 opinion letter can reduce the risk of liability for both buyers and sellers of restricted securities. If the SEC takes action against a buyer or seller of restricted securities, a Rule 144 opinion letter can help to show that the buyer or seller was acting in good faith and was trying to comply with the requirements of Rule 144.

How to Choose a Rule 144 Attorney

When choosing a Rule 144 attorney, it is important to consider the following factors:

  • Experience: The attorney should have experience in drafting and issuing Rule 144 opinion letters.

Reputation: The attorney should have a good reputation in the securities bar.

What to Expect During the Rule 144 Opinion Letter Process

The Rule 144 opinion letter process typically involves the following steps:

  1. The buyer and seller of the restricted securities engage a Rule 144 attorney.
  2. The attorney gathers information about the transaction, such as the type of securities being sold, the number of securities being sold, and the purchase price of the securities.
  3. The attorney drafts a Rule 144 opinion letter.
  4. The attorney reviews the Rule 144 opinion letter with the buyer and seller to ensure that they understand its contents.
  5. The buyer and seller sign the Rule 144 opinion letter.

Rule 144 opinion letters can be a valuable tool for both buyers and sellers of restricted securities. If you are considering buying or selling restricted securities, you should consult with a qualified securities attorney to discuss whether you need a Rule 144 opinion letter.

Guiding You Through the Process

  1. Compliance Excellence:
    We meticulously navigate the regulatory environment, guiding you through the complex landscape of federal and state securities laws. Our focus is on ensuring your private placements comply with the intricate web of regulations, particularly Regulation D under the Securities Act of 1933.

  2. Customized Offering Strategies:
    Recognizing that each business is unique, we work closely with you to design customized offering structures that align with your organizational goals. Our strategies are aimed at attracting investors while optimizing financial outcomes.

  3. Due Diligence and Risk Mitigation:
    Our team conducts thorough due diligence to identify and mitigate potential risks associated with the offering. This meticulous approach safeguards your interests and provides a solid foundation for your private placements.

  4. Precise Documentation:
    We craft precise, comprehensive documentation, including Private Placement Memoranda (PPMs) and subscription agreements, ensuring clarity and transparency for both issuers and investors.

  5. Strategic Investor Relations:
    Building strong relationships with investors is key to a successful private placement. We offer strategic guidance on investor relations, communication strategies, and ongoing compliance to maintain transparency and nurture lasting partnerships.

Your Trusted Legal Partner

At Faison Law Group LLC, we believe in fostering long-term relationships with our clients. We are committed to delivering exceptional legal services, upholding the highest standards of integrity, and adding value at every step of the private placement process.

Contact us today to discuss your private placement needs and discover how our seasoned legal professionals can assist you in achieving your financial goals through private securities offerings.

Private Placements and Why You Need Our Help

Private placements are complex transactions that are subject to a variety of securities laws and regulations. Your private placement securities lawyer at Faison Law Group can help to ensure that all of the legal requirements are met and that the transaction is completed in a timely and efficient manner.

Here are some specific reasons why you need our private placement securities practice to help you:

  • Choose the right exemption from SEC registration requirements. There are a number of different exemptions from SEC registration requirements, and each exemption has its own specific requirements. A private placement securities lawyer can help you choose the right exemption for your needs and ensure that you are meeting all of the requirements.

  • Draft offering documents and other legal documents. The offering documents and other legal documents used in a private placement must be carefully drafted to comply with all applicable securities laws and regulations. Your private placement securities lawyer at Faison Law Group LLC can help you draft these documents and ensure that they are accurate and complete.

  • Conduct due diligence on investors. Private placements are typically only offered to accredited investors. Accredited investors are individuals or entities who meet certain financial qualifications. A private placement securities lawyer can help you conduct due diligence on your investors to ensure that they are accredited.

  • Comply with applicable securities laws and regulations. There are a number of securities laws and regulations that apply to private placements. A private placement securities lawyer can help you to comply with all of these laws and regulations.

  • Protect their interests. Both companies and investors can benefit from having a private placement securities lawyer represent them in a private placement. A private placement securities lawyer can help protect your interests and ensure that you are getting a fair deal.

If you are considering participating in a private placement, it is important to consult with your private placement securities lawyer at Faison Law Group LLC to discuss your legal needs and options.

A private placement lawyer at Faison Law Group LLC can help investors, like you, understand the risks and benefits of private placement investing and can help them negotiate favorable investment terms.

Here are more reasons why savvy investors need a skilled lawyer from Faison Law Group LLC for private placement investing:

  • Understand the risks and benefits of private placement investing. Private placements are typically riskier than public investments because they are not subject to the same level of regulatory oversight. A private placement lawyer can help investors understand the specific risks associated with the private placement they are considering and can help them decide whether the investment is appropriate for their risk tolerance.

  • Negotiate favorable investment terms. Private placement investments are often negotiated on a case-by-case basis. A private placement lawyer can help investors negotiate favorable investment terms, such as the purchase price of the securities, the voting rights of the securities, and the liquidation preferences of the securities.

  • Protect their legal rights. Private placement investments are subject to a variety of securities laws and regulations. A private placement lawyer can help investors protect their legal rights and ensure that they are complying with all applicable laws and regulations.

In addition to the above, a private placement lawyer from Faison Law Group LLC can also help investors with the following:

  • Conducting due diligence on the issuer. Before investing in a private placement, it is important to conduct due diligence on the issuer of the securities. A private placement lawyer can help investors conduct due diligence on the issuer’s financial condition, management team, and business plan.

  • Reviewing the offering documents. The offering documents for a private placement will contain important information about the investment, such as the risks associated with the investment, the rights of investors, and the terms of the investment. A private placement lawyer can review the offering documents on behalf of the investor and ensure that the investor understands all of the risks and terms of the investment.

  • Negotiating the investment agreement. The investment agreement is the legal contract that governs the investor’s investment in the private placement. A private placement lawyer can help the investor negotiate the investment agreement and ensure that the investor’s interests are protected.

Facts you should know:

A Rule 144 legal opinion is a document issued by a lawyer that states that the seller meets all of the requirements of Rule 144 and that the securities can be resold without registration.

Rule 144 legal opinions are often required by buyers of privately held securities. This is because buyers want to be sure that they can resell the securities without registration in the future.

Here are some examples of when a Rule 144 legal opinion might be needed:

  • A company is raising capital through a private placement of securities to accredited investors. The buyers of the securities will need a Rule 144 legal opinion to be able to resell the securities in the future.
  • A venture capital firm is selling its stake in a privately held company. The buyer of the stake will need a Rule 144 legal opinion to be able to resell the securities in the future.
  • An employee of a privately held company is exercising stock options. The employee will need a Rule 144 legal opinion to be able to sell the stock that is acquired upon the exercise of the options.

If you are considering selling privately held securities, it is important to consult with a lawyer to determine whether you need a Rule 144 legal opinion. Faison Law Group LLC is skilled and available to help in these areas.

Overall, a private placement lawyer can play an important role in helping investors to make informed investment decisions and to protect their legal rights. If you are considering investing in a private placement, it is important to consult with a private placement lawyer to discuss your legal needs and options.

Visit our Contact us page and get started today.

Sources:

  • Securities and Exchange Commission. (2023, October 10). Rule 144. Retrieved from https://www.sec.gov/rules/final/33-7855.htm