Private Offerings & Securities
Raising capital privately involves navigating a web of federal and state securities regulations, choosing the right instrument for your stage and investor base, and documenting the transaction in a way that holds up under scrutiny. I work primarily with issuers — startups and growing companies raising capital — but also advise investors on the terms they are accepting.
My practice focuses on transactions under $100 million, where founders and operators need practical securities counsel without the cost structure of a large firm.
Instruments and Structures
SAFE Agreements
SAFEs are the most common instrument in my practice. I advise on the mechanics of post-money and pre-money SAFEs, valuation caps, discount rates, and MFN provisions — and I help founders understand the dilution implications of stacking multiple SAFEs before a priced round. If you are using Y Combinator forms or a custom variant, I can review, negotiate, and document the transaction efficiently.
Convertible Notes
Convertible notes offer features that SAFEs do not: a maturity date, accruing interest, and creditor status prior to conversion. These attributes can be advantages or complications depending on the situation. I help issuers and investors understand the practical differences and structure notes that work for the specific stage and timeline of the company.
Priced Equity Rounds
Once a company can credibly support a valuation, a priced equity round — typically preferred stock — provides the cleanest governance and cap table structure. I advise on term sheets, stock purchase agreements, investor rights agreements, and related transaction documents for seed and early-stage priced rounds.
Regulatory Compliance
Regulation D
Most private placements rely on Regulation D exemptions — most commonly Rule 506(b) or Rule 506(c) — to avoid the cost and delay of SEC registration. I advise on exemption eligibility, accredited investor verification, Form D filing obligations, and state blue sky requirements, ensuring that offerings are structured and documented to comply with applicable federal and state law from the outset.
Who This Is For
Whether you are a founder closing your first SAFE round or an established company working on a more complex preferred equity offering, securities compliance is not an area to leave to chance. An improperly structured offering creates legal exposure that can surface during diligence on a later round or acquisition — often at significant cost to fix retroactively.