Securities Offerings & Fund Formation
Private offerings and fund formation.
Counselize advises issuers, founders, sponsors, and fund managers on private offerings, venture financings, fund structures, and the federal and state filings that support them.
Raising private capital is a regulated activity. Each offering relies on a specific exemption, and the documents, disclosures, and filings need to line up with the exemption you are actually using. Establishing that structure at the outset is generally more efficient than revisiting it during a later financing or in diligence.
Counselize structures and documents each offering to the exemption it relies on, whether that is a Regulation D private placement, a Regulation S offering to investors outside the U.S., or a Regulation A offering. That includes SAFEs and convertible notes, priced-round term sheets and closing documents, private placement memoranda, and the Form D and applicable state notice filings.
Where an engagement involves a fund, Counselize advises on fund formation, governing documents, and the investment-adviser or exempt reporting adviser analysis that follows. Tax and entity questions are considered alongside the offering, so the structure, the exemption, and the tax treatment are addressed together.
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