Private & Public Investment

Private Investment

Most new and existing businesses desire operating, expansion, or acquisition capital. At the Gianesin Law Firm, we counsel clients on the proper structure, amount, and composition of what is known as a “private placement”. A private placement is an investment in the form of debt and/or equity by individual investors or a formal venture capital or angel capital group. We collect the required business and financial data and compose the disclosure document that must be delivered to investors and state and federal agencies.

JOBS Act- New Rules for Private Placement Funding and New “Crowd Funding” Rules
In April 2012, the president signed the “JOBS” Act which relaxed many of the expensive and prohibitive rules and regulations for raising private money from investors. Under some of the exemptions from registration, or “private offerings,” the amount of total funds that can be raised increased dramatically.

Also, one of the new additions, was the so-called “Crowd Funding” provisions which attempt to make it easier for start-ups and emerging companies to raise funds from Internet investors using a “Funding Portal”. Companies needing $1 million or less should consult us and take a close look at the new regulations.

The Gianesin Law Firm can advise and/or prepare:

  • Debt, Equity, and Convertible Securities in various entities
  • State and Federal Securities Law Compliant Offering Documents
  • Due Diligence Master Review
  • Public stock offerings and negotiation with underwriters and other participants
  • Private investment counsel and structuring of equity/debt private investor offerings
  • Investor Subscription Agreements
  • Consultation and negotiation with venture, angel, and other investment groups
  • Exit strategies for founders, owners, and investors
  • State “Blue Sky” Law Registrations and Filings
  • Crowd Funding and Funding Portals
  • Investor Counsel for Dissatisfied Investors
  • Guidance on JOBS Act of 2012: Rule 506 Exemption changes and “Crowd Funding”
  • Investment Escrow Accounts
  • Foreign Investor E-B5 Investment Review and Advice

Public Investment

We also advise clients on “public offerings” either with or without an underwriter. We negotiate underwriting agreements and advise clients on the reality of life as a “public company”.