Securities Law

“Linden Law Partners has helped us raise capital through multiple private placement offerings by creating the right securities, guiding us on disclosure requirements, and distilling complex regulations into practical, results-driven advice.”

– Bill Taylor, Co-Founder, WindTalker Software Company

Private Securities Offerings

Entrepreneurs, companies, and investors rely on Colorado-based Linden Law Partners regarding federal and state securities laws in connection with private placements of debt and equity securities. We apply decades of experience structuring and negotiating financings and transactions designed to be exempt from federal and state securities regulations, including: friends and family financings, angel investments, seed capital, senior and subordinated debt, venture capital, private equity, real estate equity investments, accredited investor offerings, and other “Reg D” and “Reg S” securities issuances.

Business Transactions

Unbeknownst to many companies, mergers, acquisitions, and other business transactions involving the issuance or exchange of private securities must comply with securities law. We blend deep knowledge of both securities law and the business transaction process to keep deals on track, benefiting our clients.

Securities Regulation Compliance

Investment advisers, broker-dealers, and other regulated entities and individuals turn to us for legal counsel regarding securities compliance matters in regulatory proceedings, enforcement actions, and other litigation involving the Securities and Exchange Commission (SEC), the Financial Industry Regulatory Authority (FINRA), the Public Company Accounting Oversight Board (PCAOB), and other state and federal regulators.

Securities Law Services

  • Securities Offerings Compliance
  • Private Placements
  • Securities Disclosure Obligations
  • Debt and Equity Offerings
  • Regulation D, Regulation S, Rule 144A, and PIPE transactions
  • SEC Compliance and Disclosures
  • State Blue Sky Law Compliance
  • Stock Repurchase Offers
  • Preparation of PPMs and Other Securities Offering Documents
  • Private Equity Fund Formation and Compliance
  • Real Estate Equity Financings
  • Securities Based on Equity Incentive Compensation Plans
  • Securities Act of 1933
  • Rescission Offerings
  • Investment Company Act of 1940
  • Investment Advisors Act
  • Tender Offers

Whether you are considering the best capital structure for a new company, financing for a growing company, forming an equity fund, are an investor, or are navigating regulations, contact the securities attorneys at Linden Law Partners for efficient, pragmatic advice.

Representative Engagements

Hedge Fund

Formation and $100 million initial capital raise

Real Estate Development Company

Multiple private placement offerings ranging from $5 to $40 million

Sports Hospitality Company

$30 million private securities offering

Private equity firm

$15 million private placement offering of a debt fund

Antibody Licensing Company

$10 million private placement transaction

AI company

$10 million private securities offering

Real Estate Private Equity Firm

$8 million private placement offering for a mixed-use development project

Hotel chain

$7.5 million private offering

SaaS company

$5 million private securities offering

HR e-solutions company

$5 million private placement

Healthcare staffing company

$4.5 million private placement offering

CBD processing company

$4 million private securities offering

Private investor

$3 million investment in sports car dealership

Digital Marketing Company

$3 million private securities offering

Greenhouse Construction Company

$2.5 million private placement

Early-Stage Cannabis Company

$2 million private offering

Animal Products Company

$2 million debt offering

Startup Title Company

$1 million equity offering

Digital Guided Tour Company

$250,000 friends and family offering

Frequently Asked Questions (FAQs)

Our team is highly experienced in managing compliance with state and federal regulations during capital raises. We guide our clients through the complexities of Reg D, Reg S, Rule 144A, and other relevant securities laws, ensuring documentation such as Private Placement Memorandums (PPMs) and other offering materials are properly prepared, disclosed, and compliant.

Our services include support with Regulation D, S, and 144A transactions, PIPE transactions, federal securities law compliance, state Blue Sky Law compliance, equity and debt financings, and more. We frequently prepare PPMs and other disclosure documents required for private securities offerings.

We handle a wide range of private placement offerings, including friends and family financings, angel investments, seed capital, senior and subordinated debt, venture capital, private equity, real estate equity investments, accredited investor offerings, and other offerings which are exempt from registration under Regulation D and Regulation S.

Exempt securities offerings permit companies to raise capital through private placements and limited offerings without the full registration process required for initial public offerings (IPOs) and similar public securities ransactions. We help find applicable exemptions from registration for small and mid-sized businesses in private offerings of equity, debt, convertible debt, and hybrid instruments like SAFES and KISS documents.

Yes, we structure and create venture capital, private equity, and hedge funds to help ensure their ongoing compliance with relevant securities laws, including the Investment Company Act of 1940.

Our attorneys defend clients in securities litigation involving the SEC, state securities regulators, and other bodies, ensuring skilled representation in complex legal disputes.

Compliance with SEC and FINRA regulations is critical for investment advisers and broker-dealers to avoid enforcement actions and regulatory penalties. We provide legal counsel to navigate these regulations, helping ensure our clients meet all necessary compliance requirements.

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