We routinely advise, structure, and prepare the documents needed for your securities needs throughout the United States. One of our areas of securities law expertise is in the creation and advice surrounding your private placement memoranda (“PPM”) to be delivered to qualified prospective investors and all other legal documents relating to the private placement, including subscription agreement, investor questionnaires, and operating agreements.  We provide guidance with ensuring that the private placement complies with the requirements of applicable federal and state securities laws, including the Securities Act of 1933, as amended (the “Securities Act”). We also make sure your deal satisfies the conditions of exemptions from the registration requirements of the Securities Act (including Rule 506 of Regulation D thereunder) and of applicable state securities laws (also known as “blue sky laws”). We also effect the filing of Form D with the Securities and Exchange Commission (the “SEC”) and the filing of required “blue sky law” filings required under applicable state securities laws.  We provide securities law expertise and legal services to clients with their ongoing compliance with applicable federal and state laws.


It’s been great working with the Kelley-Clarke firm for all of our real estate transactional and securities-related legal needs. Dugan always takes good care of us here at and really have our back. One of our best decisions was to start using the Kelley-Clarke firm.

Dan Hanford


KelleyClarke law firm is incredible! I have been using them for over 10 years. They stand above other attorneys because they handle our real estate transactions, SEC offerings, and can be engaged for virtually any legal matter. In addition to their breadth of experience, they are a joy to work with and have a great deal of business experience and common sense which can be very hard to find when engaging attorneys. They are extremely creative and will help propose various options along with the pros/cons. I highly recommend them! 

Mark & Tamiel Kenney

Think Multifamily

I have never met an attorney that makes themselves more available that Dugan Kelley.  Dugan has never hesitated to take a call when I or one of my investors had a question.  He cares about my investors just like they are his own.  The Kelleyclarke team has become a part of our team that we couldn't imagine doing business without.

Whitney Sewell

Life Bridge Capital