Practice
Raising capital the right way — from a first seed round to a Regulation A+ offering — with counsel who has run securities compliance for a Nasdaq-listed company.
We represent companies, founders and investors in financings across Web 3.0, e-commerce, software, telecommunications, restaurants, real estate, apparel, nutraceuticals and medical devices — from startups to multimillion-dollar revenue companies.
Seed and Series rounds, SAFEs and convertible notes, warrants, and investor rights and voting agreements.
Rule 506(b) and 506(c) offerings, private placement memoranda, subscription documents and investor SPVs.
Investment fund formation and real estate syndications, from structuring through investor documents.
Senior secured venture debt facilities, amendments and lender warrants.
Fund formation
We form real estate funds and structure project-level syndications for sponsors and operators, from a first single-asset deal to a multi-property fund program. We also represent borrowers in the senior, construction and mezzanine loans that finance those projects.
We build the structure around how the sponsor actually makes money and how investors expect to be paid, then draft offering documents that hold up to investor diligence and securities scrutiny.
Crowdfunding
We have been crowdfunding counsel since the rules took effect — Regulation A+ in 2015 and Regulation CF in 2016. We take issuers from preparation and filing through closing, then keep them current and compliant with the ongoing reporting that follows the raise. Our Regulation CF clients have raised nearly $100 million, and our Regulation A+ clients more than $40 million.
Form C preparation and filing, offering structure, portal coordination, closings and annual Form C-AR reporting.
Tier 1 and Tier 2 offering statements on Form 1-A, SEC qualification, and ongoing semiannual and annual reports.
Publicly marketed private placements to verified accredited investors, often run alongside a CF or A+ raise.
“We have used Alliance Legal Partners in the formation of multiple real estate funds and the syndication of over $50M in individual real estate projects over the past 10 years. ALP produces the quality of work that I would expect from a major law firm, and is extremely accessible and responsive.”
This testimonial or endorsement does not constitute a guarantee, warranty, or prediction regarding the outcome of your legal matter.
Regulation CF lets a company raise up to $5 million in a 12-month period from the public through an SEC-registered funding portal or broker-dealer, using a Form C filing. Regulation A+ allows larger public raises, up to $20 million under Tier 1 or $75 million under Tier 2 in a 12-month period, through an offering statement on Form 1-A that the SEC must qualify, with ongoing reporting for Tier 2.
Rule 506(c) is a Regulation D private placement that may be publicly advertised, as long as every purchaser is an accredited investor and the company takes reasonable steps to verify that status. There is no cap on the amount raised, and it is often run alongside a Regulation CF or Regulation A+ raise.
It depends on how much you are raising, who your investors are, whether you want to market the offering publicly, and how much time and cost you can take on. We help companies pick the exemption and structure before they approach investors.
Yes. We form real estate funds and structure project-level syndications for sponsors and operators, from fund and manager entities through offering documents, sponsor economics and Form D and state filings.
We'll help you pick the right exemption and structure before you approach investors.