Private Placement Attorney
Regulation D offerings done properly — structure, documents, filings, and the judgment calls that keep a raise from becoming a liability.
What I handle
The complete private placement: choosing between Rule 506(b) and 506(c), structuring the security (equity, convertible notes, SAFEs, preferred), drafting private placement memoranda and subscription agreements, Form D and state blue sky filings, accredited-investor verification for 506(c) raises, and side letters and investor-rights terms. I also review offerings prepared by others before signing, and handle the disputes that arise when a raise was done badly.
Who I represent
Founders and companies raising capital — from a first friends-and-family round through institutional rounds — plus fund sponsors, real estate syndicators, and investors who want offering documents reviewed before wiring money. Much of this work runs alongside broader corporate counsel for the same clients.
Typical matters
First priced rounds and note/SAFE bridges; 506(c) offerings marketed publicly with verification done right; PPMs for real estate and operating-business syndications; fixing a raise that started without counsel — late Form Ds, missing state notices, non-accredited investors in the cap table; and rescission-risk analysis when something has already gone wrong.
New York issues
New York adds its own layer to federal exemptions: state notice filings and fees, the Martin Act's broad anti-fraud reach even where federal exemptions apply, and — because so many issuers and investors are here — New York choice of law and forum in the deal documents, which makes New York doctrine govern later fights.
How the process works
Describe the raise through the site — the security, the target amount, who the investors are. The initial review is free and personal. After conflicts and an engagement letter, most offerings run on a flat or capped fee with a clear document list and timeline, so you can tell investors exactly when documents will be ready.
Why clients hire me
Securities work rewards precision, and offering mistakes are expensive to unwind — rescission rights outlive the closing. Clients get Columbia Law–trained, global-firm-experienced counsel directly, at economics a first raise can actually support.
Common questions
Rule 506(b) or 506(c) — which should I use?
506(b) allows up to 35 sophisticated non-accredited investors but prohibits general solicitation; 506(c) allows public marketing but requires verified accredited status for every investor. Which fits depends on how you plan to find investors — that decision comes first.
Do I really need a PPM?
For 506(b) raises with any non-accredited investors, specific disclosure is required. Even in all-accredited raises, a well-drafted PPM is the issuer’s best liability protection. The honest answer depends on your investors and risk tolerance — and is part of the first conversation.
We already took money without documents — can this be fixed?
Often, yes. Late filings, missing documentation, and cap table problems are common and usually curable if addressed before a dispute or the next round. The sooner it is cleaned up, the cheaper it is.