Finance, Investing, and Securities (USA Securities Lawyer, SEC Compliance)
We help businesses and investors safely raise capital, structure funds, and comply with regulatory requirements. We work with startups, funds, broker-dealers, and RIAs.
Key Areas: Regulation D / Reg A+ / Reg CF, Broker-Dealer & RIA Registration, Private Placement Memoranda
We focus on client and market demands: “securities lawyer USA”, “SEC compliance”, “investment fund formation”, “private placement”, “broker-dealer registration”, “RIA compliance”.
What is included in the service?
- Structuring deals: equity, SAFE/convertible notes, SPV, fund (LP/LLC).
- Preparing documents: PPM, Subscription Agreement, Operating Agreement, investment contracts.
- Choosing capital raising methods: Reg D 506(b)/(c), Reg A+, Reg CF.
- Registration/reporting: filing Form D, Blue Sky, AML/KYC policies, compliance manuals.
- Broker-dealer and Registered Investment Adviser (RIA) support: policies, Form ADV, oversight.
- Due diligence for M&A/secondary deals, reviewing advertising and marketing materials.
- Team training: what can/cannot be said to investors, roadshow scripts.
Why involve an accountant along with a lawyer?
- Tax modeling: where it is cheaper to hold the holding and how to avoid double taxation.
- Planning investor payouts (waterfall), cap table, accounting for issuance costs.
- Preparing financial statements for investors and regulators (GAAP), audit support.
- Synchronization: the lawyer reduces regulatory risks, the accountant reduces tax and operational risks. Together — fewer surprises.
What will the accountant do in your project?
- Set up fund/SPV accounting, prepare financials and management reports.
- Model round scenarios (dilution, valuation caps), prepare investor updates.
- Maintain the investor register, calculate dividends/distributions, prepare 1099/K-1.
- Assist with issuance budget and cash flow for roadshows.
Under what conditions can the service be provided?
- KYC/AML and conflict checks are completed.
- Engagement Letter is signed, Scope is agreed, retainer is fixed.
- The client provides reliable data about the business, investors, and marketing.
- Compliance with marketing policies: no "guaranteed returns", clear risk disclaimers.
What does the workflow look like (briefly)?
- Diagnostics → selection of capital raising method.
- Structure (LP/LLC/SPV) → documents (PPM, Subscription, Operating).
- Compliance package (Form D, Blue Sky, ADV, AML/KYC).
- Financial model and accounting → investor communications.
- Round closing → post-closings, reporting, on-going compliance.
Common client requests (and we cover them)
- “How to legally raise a round in the USA?” — choose Reg D/Reg CF/Reg A+, prepare documents.
- “Can we advertise tokens/shares?” — review, prepare compliant messages.
- “Need policies for RIA/BD” — draft, implement, train the team.
We focus on three things: speed of capital raising, clean compliance trajectory, digital discipline in reporting. We write documents in plain language, keep investors informed, and relieve you of regulatory stress.