Kaiser Wahab
Office: 212-785-0087
kaiser@randwlawfirm.com

WHITE PAPERS

Venture Capital and Private Placements


Regulation D Offerings  | Early Stage/Startup Fundraising Counsel | Regulation A+ | Investor Counsel

 

Overview: Choosing and executing a fundraising strategy can be an overwhelming process for new and mature companies alike. Riveles Wahab understands the needs of early-stage and high-growth companies for responsive, practical, and cost-effective advice from counsel that recognizes the long term impact of each strategy on the company’s management structure and its ability to raise additional funds. Our attorneys counsel on and prepare documentation for a variety of fundraising strategies, including convertible notes, private and series offerings, equity purchases, and a host of other vehicles, structures, and strategies. In addition, we provide general counsel services to emerging companies, including by advising on intellectual property protection and infringement, employment and immigration issues, equity compensation, services and vendor agreements, and other essential investor due diligence matters.

RW provides the following venture capital and private placement services:

  • Advising on private and series offerings, including under Regulation D and Regulation A+
  • Assembling private placement memoranda
  • Drafting term sheets, promissory notes, convertible notes, warrant rights, subscription and purchase agreements, and other debt and equity fundraising instruments
  • Drafting, reviewing, and negotiating investor agreements, including investor’s rights agreements, shareholders agreements, co-sale and voting agreements, side letters, and other agreements
  • Aiding with seed capital arrangements, third-party fundraising agreements, crowdfunding, and other capital raise structuring and compliance for Initial Coin Offerings (“ICOs”)
  • Preparing and filing SEC and state blue sky documents and disclosures
  • Drafting and filing corporate charter amendments

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Regulation D Offerings

Frequently used by startups, mid-sized companies, and all types of investment funds, Regulation D is the go-to exemption for the sale of private securities. Riveles Wahab routinely prepares Regulation D offering documents, including subscription agreements, convertible notes, private placement memorandums, and applicable federal and state notices. RW has overseen Rule 504, Rule 505, and Rule 506 offerings in a wide variety of industries, including e-commerce, software, videogames, film, medical devices, and real estate.

Early Stage/Startup Fundraising Counsel

First time and even repeat founders are often overwhelmed by the pros and cons of when, how, and under what terms to finance their companies. With an appreciation for the unique needs of startups and in-depth knowledge of developing market trends, Riveles Wahab has successfully guided numerous startups through the fundraising process. Our attorneys frequently counsel on and structure debt, equity, and other early stage financings, including “Friends and Family”, Seed, Angel, and Series A rounds, as well as bridge loans.

Regulation A+

Suitable for established companies not yet ready to take the plunge of an IPO, newly enacted Regulation A+ allows companies to raise up to $50 million while keeping the business’ financial information confidential. Riveles Wahab is on the forefront of helping companies take advantage of this new fundraising mechanism, including by preparing investor agreements and disclosure documents.

Investor Counsel

Riveles Wahab counsels individual and institutional investors on their private equity investments, including angel investors, venture capital firms, private equity funds, and others. Our attorneys negotiate investor rights agreements, draft side letters, and conduct due diligence. We work to enhance and protect our clients’ investments by negotiating provisions such as anti-dilution clauses, voting rights, liquidation preferences, information rights, redemption rights, and registration rights