Basic Share Structuring
To start a Regulation D private securities sale you will need to start by developing an investment structure. The basic share structure should detail what the investors will get in return for their investment.
Securities Laws
Types of Reg D Securities Sales – William Rosellini
The two general types of Reg D securities sales are: (1) Equity, and (2) Debt. These can also be combined into a Convertible hybrid of the two (see #3 below). 1. Equity An equity offering is where the company sells partial (or a majority) ownership in the company. The ownership, or equity, is transferred to …
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Capital Raising in the U.S – Analyzing Offerings Using Reg D Exemption – William Rosellini
Division of Economic and Risk Analysis (DERA) U.S. Securities and Exchange Commission By William Rosellini – In 2012, we issued a report on capital raising in the U.S. through unregistered offerings, using information extracted from Form D filings received by the U.S. Securities and Exchange Commission since the beginning of 2009 through the first quarter …
Facebook’s Use of Regulation D – William Rosellini
By William Rosellini – Facebook’s use of Regulation D was vital to their success. If you’re like us you’re probably wondering how Facebook got started. Well, according to the SEC’s archives, they had very humble beginnings, just like every other startup. Facebook, Twitter, Tesla, and thousands of other companies have gotten started using a purposely …
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Regulation D Rule 508 – William Rosellini
Section 230.508 – Insignificant deviations from a term, condition or requirement of Regulation D. (a) A failure to comply with a term, condition or requirement of §230.504 or §230.506 will not result in the loss of the exemption from the requirements of section 5 of the Act for any offer or sale to a particular …
Regulation D Rule 507 – William Rosellini
Section 230.507 – Disqualifying provision relating to exemptions under §§230.504 and 230.506. (a) No exemption under §230.504 or §230.506 shall be available for an issuer if such issuer, any of its predecessors or affiliates have been subject to any order, judgment, or decree of any court of competent jurisdiction temporarily, preliminary or permanently enjoining such …
Regulation D Rule 506 – William Rosellini
Section 230.506 – Exemption for limited offers and sales without regard to dollar amount of offering. (a) Exemption. Offers and sales of securities by an issuer that satisfy the conditions in paragraph (b) or (c) of this section shall be deemed to be transactions not involving any public offering within the meaning of section 4(a)(2) of the …
Regulation D – William Rosellini
Regulation D Private Securities Offerings By William Rosellini – Under the federal securities laws, any offer or sale of a security must either be registered with the SEC or meet an exemption. Regulation D under the Securities Act provides a number of exemptions from the registration requirements, allowing some companies to offer and sell their …
Regulation D Rule 504 – William Rosellini
Section 230.504 – Exemption for limited offerings and sales of securities not exceeding $5,000,000. (a) Exemption. Offers and sales of securities that satisfy the conditions in paragraph (b) of this §230.504 by an issuer that is not: Subject to the reporting requirements of section 13 or 15(d) of the Exchange Act,; An investment company; or A development …
Regulation D Rule 503 – William Rosellini
Section 230.503 – Filing of notice of sales. (a) When notice of sales on Form D is required and permitted to be filed. (1) An issuer offering or selling securities in reliance on §230.504 or §230.506 must file with the Commission a notice of sales containing the information required by Form D (17 CFR 239.500) for …