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Public and Private Offerings

Practices

Raising capital is one of the most difficult tasks facing the privately held business, but it is also one of the most critical. The extent to which an entrepreneur can raise capital is often the difference between the success and failure of a business. An infusion of capital into a business in the form of an equity or equity-equivalent investment provides more than additional cash to the business; it also improves the borrowing base for securing credit.

Funding Sources

Sources of financing include friends and relatives, individual investors, public and private pension funds, institutional investors such as insurance companies and investment companies, venture capital firms and the public markets. Raising capital from these sources, however, brings into play complex state and federal securities laws.

Registration or Exemption

Federal securities laws apply to every sale of securities in any state, including Ohio, regardless of the type of business entity or the sale price of the securities. Likewise, the Ohio Securities Act is applicable to every sale of securities in Ohio, and other states have similar statutes. Both state and federal laws require registration with a regulatory body unless an exemption from registration is available.

Investor Protection

The securities laws were enacted to protect investors. These laws focus on disclosure to investors, providing them with all information that is material to the investment decision. The securities laws and regulations specify the types of information which must be disclosed to investors. An effective guide through these provisions is essential.

Private Placements

For example, for a private placement of securities we would perform the following tasks:

  • Evaluate and help structure the form of entity in order to permit the offering to proceed as planned.
  • Prepare a Private Offering Memorandum, Subscription Agreement, Investor Questionnaire, and various authorizing Resolutions.
  • Take steps necessary to “Blue Sky” the securities in the state of Ohio and to take steps to qualify the securities in other states if necessary.
  • In addition to preparing the documents and making the filings described above, oversee necessary filings with applicable regulatory agencies.

For over 40 years, Carlile Patchen & Murphy has helped clients through the rigorous process of regulatory compliance. Our thorough technical knowledge of state and federal securities laws, creativity in structuring transactions, experience in negotiating transactions with investment bankers, institutional investors and venture capitalists result in compliance and innovation in executing your business concept.

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