Private Placement Securities Practice

Expert Legal Guidance for Startups, Investors, and Emerging Markets

At Faison Law Group LLC, we understand that securing capital through private placements is a strategic move requiring a delicate balance of legal expertise, regulatory compliance, and financial structuring. Our Private Placement Securities Practice provides comprehensive legal counsel to startups, venture capital firms, institutional investors, and blockchain-based asset issuers, ensuring full compliance with securities laws and emerging digital asset regulations.

Expertise in Private Placements & Securities Compliance

Our dedicated team advises clients on private securities offerings, ensuring compliance with key regulations, including:

  • Regulation D – Private placements for accredited investors, including Rule 506(b) and 506(c) offerings
  • Regulation CF (Crowdfunding) – Raising capital through SEC-compliant equity crowdfunding platforms
  • Regulation A (Mini-IPO) – Public offering exemptions allowing companies to raise up to $75 million
  • OTC & Secondary Market Transactions – Navigating Over-the-Counter (OTC) trading and private resales
  • Rule 144 Legal Opinions – Facilitating the resale of restricted securities without SEC registration
  • 4(a)(1½) Legal Opinions – Structuring private resales under an exemption from registration
  • Crypto, Blockchain & NFT Securities – Guidance on tokenized securities, blockchain fundraising, and digital asset compliance

Regulation D, Regulation CF, and Regulation A Legal Guidance

Our attorneys assist clients in structuring private placements and direct offerings, ensuring compliance with the following:

  • Regulation D (Rule 506(b) & 506(c)) – Legal structuring for private placements targeting accredited investors
  • Regulation CF – Equity crowdfunding legal support for startups raising capital from the general public
  • Regulation A+ Offerings – SEC-compliant public offerings up to $75 million, often called a mini-IPO
  • Regulatory Compliance & Due Diligence – Ensuring full compliance with SEC and state securities laws

Rule 144 & 4(a)(1½) Legal Opinions

What Is a Rule 144 Opinion Letter?

A Rule 144 opinion letter is a legal document stating that a restricted security qualifies for resale without SEC registration, provided that holding periods, public information, and other requirements are met.

Key Benefits of a Rule 144 Legal Opinion:

  • Increases liquidity of restricted securities
  • Ensures compliance with SEC resale regulations
  • Reduces risk for buyers, sellers, and financial institutions
What Is a 4(a)(1½) Legal Opinion?

A 4(a)(1½) opinion letter allows private resales of restricted securities without full SEC registration, often used when Rule 144 conditions have not been fully met.

When Is a 4(a)(1½) Opinion Used?

  • Selling restricted securities before Rule 144 holding periods expire
  • Transferring private equity stakes in venture-backed companies
  • Strategic exits from private stock holdings or illiquid investments

Crypto, Blockchain & NFT Securities Compliance

The rise of crypto assets, blockchain-based securities, and NFTs (Non-Fungible Tokens) has introduced new challenges and opportunities in private investment markets. Our firm provides:

  • Tokenized Securities Structuring – Ensuring Regulation D, Regulation A+, and SEC compliance for tokenized assets
  • Smart Contract & NFT Legal Guidance – Navigating NFT fractionalization, intellectual property, and securities classification
  • Crypto Fund Formation & Investor Compliance – Structuring crypto hedge funds, DeFi platforms, and venture capital investments
  • SEC, FINRA & CFTC Regulatory Compliance – Advising crypto startups, exchanges, and investors on regulatory risks

Guiding You Through the Private Placement Process

Our private placement attorneys ensure that fundraising efforts and investment structures align with both business objectives and legal requirements.

  1. Regulatory Compliance Excellence – Ensuring private placements comply with federal and state securities laws
  2. Tailored Offering Strategies – Designing customized fundraising structures to attract venture capital, accredited investors, and institutional funds
  3. Due Diligence & Risk Management – Conducting thorough due diligence to protect founders, investors, and stakeholders
  4. Precise Documentation & Legal Agreements – Crafting Private Placement Memoranda (PPMs), Subscription Agreements, SAFE Notes, Convertible Notes, and Token Issuance Agreements
  5. Investor & Issuer Protections – Structuring investments that safeguard shareholder rights, liquidation preferences, and exit strategies

Your Trusted Legal Partner for Private Placements & Venture Investments

At Faison Law Group LLC, we build long-term client relationships, delivering exceptional legal services with integrity while adding value at every stage of the private placement process.

Why Choose Faison Law Group for Your Private Placement & Securities Compliance Needs?

Securities Law Expertise – Decades of experience in private placements, venture capital financing, and securities compliance
Guidance for Startups & Investors – Supporting issuers, fund managers, and institutional investors in navigating complex SEC regulations
Protection of Investor & Issuer Rights – Helping entrepreneurs secure capital while investors negotiate favorable terms
Digital Asset & Blockchain Regulation – Legal support for crypto funds, tokenized securities, and blockchain-based financial products

For Investors: Protecting Your Legal Rights in Private Placements

Investing in private placements, venture capital deals, or crypto assets requires careful legal structuring. Our securities attorneys help investors:

  • Understand the risks and benefits of private placements
  • Conduct due diligence on issuers, fund managers, and emerging asset classes
  • Review offering documents, financial statements, and investment terms
  • Negotiate investor protections in private stock offerings and tokenized assets
  • Ensure compliance with SEC, FINRA, and global securities laws

Considering a private placement investment? Consult with Faison Law Group LLC to protect your legal rights and secure favorable investment terms.

Key Facts About Rule 144 & Private Resales

A Rule 144 legal opinion is required when selling restricted securities to ensure that SEC resale conditions are metRule 144 & 4(a)(1½) opinions are often needed for venture capital exits, private stock resales, and digital asset transactionsCrypto & NFT securities are subject to SEC scrutiny, requiring expert legal structuring for compliance

Contact us today

Secure your private placement, venture investment, or digital asset compliance with Faison Law Group LLC. Connect with our securities attorneys today to discuss your investment strategy and legal needs.

State Blue Sky Laws Compliance

In addition to federal securities regulations, Faison Law Group ensures that our clients’ private placements and securities offerings comply with State Blue Sky Laws. These laws regulate the sale of securities at the state level, requiring issuers to register or qualify their offerings in each state where they solicit investors unless an exemption applies.

Noncompliance with Blue Sky Laws can lead to fines, rescission claims, and enforcement actions. Our firm helps clients navigate multi-state securities laws, ensuring their offerings are structured for both federal and state compliance.

Schedule a Consultation Today!

Faison Law Group LLC – Leading Experts in Private Placements & Securities Law

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