Services.

Securities Legal Compliance

Crowdfunding Portals

The Firm primarily assists  small businesses, cooperatives, and nonprofits with the legal compliance of raising capital under the following exemptions from registration with the u.s. securities and exchange commission:

  •  Section 4(a)(2) Private Offering: a small business issuer utilizing this federal exemption will still have to abide by applicable state laws. In addition, the issuer will have to take care to seek only sophisticated investors (as defined by federal law) who have sufficient access to pertinent company information. Moreover, general solicitation and public advertisement is not allowed. 

  •  Regulation D - Rule 504: multi-state Direct Public Offering  (DPO) used by small businesses for offerings up to $5,000,000 in any 12-month period to both accredited and non-accredited investors. issuer must also adhere to state laws. General solicitation and public advertisement is allowed under certain circumstances.

  •  Regulation D - Rule 506(b): multi-state DPO where small businesses can issue offerings up to no maximum, except general solicitation and public advertisement are not allowed if non-accredited investors are involved. There is no requirement to adhere to state laws. 

  •  Regulation D - Rule 506(c): multi-state DPO where small businesses can issue offerings up to no maximum and general solicitation and public advertising are allowed, but only to accredited investors. There is no requirement to adhere to state laws. 

  • Federal Regulation Crowdfunding: small businesses can issue offerings up to $1,070,000 [soon to be $5,000,000] in any 12-month period to both accredited and non-accredited investors so long as the offering is through a federal registered platform. There is no requirement to adhere to state laws. 

  • State Regulation Crowdfunding: Many states have passed their own crowdfunding laws for intrastate offerings. Some states, like Wisconsin, have limits up to $2 million in any 12-month period. 

  • Regulation A

    • Tier 1: small businesses can issue offerings up to $20 mill [soon to be $35 mill] in any 12-month period to both accredited and non-accredited investors nationwide, but must also adhere to state laws.

    • Tier 2: small businesses can issue offerings up to $50 mill [soon to be $75 mill] in any 12-month period to both accredited and non-accredited investors nationwide and do not have to adhere to state laws. Tier 2 requires more extensive disclosure requirements than tier 1, including audited financial statements.  

Likewise, the firm assists Registered Crowdfunding Portals and those interested in Creating Portals with Securities legal and regulatory compliance, including registration, disclosure requirements, and data privacy.

Business Formations & Conversions

As part of our securities legal compliance work,  we also assist clients with proper business formations and conversions in order to ensure strategic compliance with securities laws, regulations, and rules. This includes assisting a small business with converting their enterprise into a  cooperative as a strategic way of sharing the costs of raising additional capital. 

Mergers & Acquisitions

Nonprofit Enterprise

General Counsel

Virtual Business Legal Issues

Webinars, Podcasts, Speaking

We also assist companies of all sizes with the buying, selling,  and combining of businesses through  the sale of assets, stock or membership interests, and subsidiary formation.  This includes, but is not limited to, assisting small businesses with the merger of smaller enterprises in order to form a cooperative so that the enterprises can strategically raise  capital for the growth and sustainability of their business operations. 

Likewise, the firm helps nonprofits of all sizes become more sustainable through revenue-generating business ventures that better serve grassroots nonprofits and nonprofits led by people of color. Such nonprofits are often marginalized by Philanthropy and other Traditional nonprofit fundraising models. Thus, Nonprofit enterprise provides a valuable alternative.

In addition, we serve as chief legal counsel to small and mid-size companies, corporations, and nonprofits where we oversee and identify legal issues  affecting business operations and transactions, as well as  provide advice and consultation to directors regarding business governance and policy.

Furthermore, we assists our portals and issuers with data privacy policies, Consumer Legal issues, and  Terms & Conditions as part of their capital raising advertising and general solicitation efforts.

Lastly, we regularly produce and present via webinars, podcasts, and  other speaking engagements on topics relating to the aforementioned services. Let us know if you'd like us to speak by contacting us. 

© 2020 by ELIZABETH L. CARTER, ESQ., LLC

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