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Licensing and Legal Compliance in Real Estate Syndication!
Have you ever wondered if you need a license for your syndication endeavors? Dugan tackles this crucial question and more, delving into the nuts and bolts of the syndication process. Through real-life stories of clients embarking on their syndication journeys, you'll...
7 Keys to a Successful Capital Call
In this video, Dugan Kelley of Kelley Clarke Law, known as "The Syndication Closer" shares with you his 7 keys to success on conducting capital calls. Sponsors around the country often ask whether their deal is subject to a capital call. This video answers 'what makes...
SEC Tightens Regulations Applicable to Private Fund Advisers
Managers and/or General Partners of Private Funds (1) should take steps to implement the updated rules as stated released by the Securities and Exchange Commission (the “SEC”) on August 23, 2023 [Release No. IA-6383]
Regulation A: THE MINI-IPO
Heather and Company sell Sorority Dorm Stock? While visiting Heather’s apartment after a tennis match, Sue, Brenda, and Heather struck a conversation about their college experiences. Sue and Brenda were pleasantly surprised to find out that they were in the same...
When does a Promissory Note become a Security?
Note defined: A note is a debt instrument –– a legal contract between a borrower and a creditor, evidencing an obligation to repay some stipulated monetary amount (which could include principal plus interest or a discounted principal) at a defined point in time. There...
Can You Sell Securities without Registering as a Broker-Dealer?
Before I explain an exemption or exception to the rule, I always start with the general rule and purpose. Section 15 of the Exchange Act of 1934 (“Act”) makes it unlawful for any broker or dealer to purchase, sell, or effect transactions in securities, using...
Hot or Not: Swipe Left or Right on New Stock Launches
Testing the Waters with Rule 241 The Securities Act of 1933 (“Act”) regulates securities transactions that involve interstate commerce. Unless your securities are registered with The Securities and Exchange Commission (“SEC”) or are exempt from registration, it is...
Ruff Rolls & Gentle Strolls A Dog Bakery Advertises Stock Using Rule 506(c)
Your real or imaginary company might make a product, provide a service or invest in real estate. Let’s consider an astute accredited investor, whose local gourmet dog biscuit bakery advertises their private stock for sale. The founders forfeit some of their personal...
Rule 506(b): The Word-of- Mouth Exemption – Heather Becomes Her Own Landlord
Heather subsidizes her hefty rent by offering her younger cousin a pretty place to live, while she builds up a savings nest egg and can afford her own place. Her roommate Brenda works for the treasury department of a major retailer, acting as the coordinator of the...
CAUTION: Do you need to register as an Investment Adviser?
The Investment Advisers Act of 1940 (“Act”) was enacted to regulate financial advisers who provide investment advice to the general public. The baseline principle of the Act is (1) any person (2) who, for compensation, (3) engages in the business of...
Reg S: The Beauty and the Beast of Foreign Securities Sales
Guarding our capital markets and protecting American investors from fraud, the US Securities and Exchange Commission (“SEC”) regulates both foreign and domestic issuers that engage in the sale and distribution of securities in the United States. Without getting into...
What is your fund acquiring? Why does that matter?
What is your fund acquiring? Why does that matter? The first question that we ask in fund creation is, “What is your fund acquiring?” Real estate, mineral rights, stock, bonds, commodities, currencies, crypto assets, or interests in other funds (also known as “fund...