Milnor Law offers advice in connection with Regulation D and other exempt offerings. Each offering is reviewed with a securities enforcement attorney's eye for how the documents will read in a later examination or investigation.
What determines obligations
The obligations turn on how an offering is structured, not how much it raises. Who is solicited, the exemption the issuer relies on, the manner of the offering, the role of any placement agents or finders, and the terms of the security each shape what disclosure is required, and they tend to interact rather than apply in isolation. Those judgments are easier to make well at the outset than to defend after the fact.
Under Rule 506(b), if even one non-accredited investor participates, the analysis changes again, including the disclosure requirements under Rule 502(b). Under Rule 506(c), a non-accredited purchaser instead jeopardizes the exemption.
Who the firm advises
We advise founders, emerging companies, and fund sponsors, among others. Special-purpose vehicle organizers on which exemption fits the offering they intend to run, what disclosure obligations attach, and what the PPM and subscription documents need to contain to match.
The firm does not run continuous offering operations or replace fund administrators. Engagements are typically scoped to a defined raise, with optional retainer arrangements for post-closing compliance.
The deliverable
A private placement memorandum should be sized to the offering, candid about the issuer's history and plans, and built to withstand later scrutiny.
Subscription documents, accredited verification protocols, anti-money-laundering procedures, and Form D filings are produced alongside. Where the offering relies on Rule 506(c), the firm builds the verification record into the workflow, not as an afterthought.
Working with the firm on this matter
- 01
Scope
Exemption analysis, investor base, solicitation model, security structure.
- 02
Draft
PPM, subscription docs, verification protocols built to the actual offering.
- 03
File
Form D and Blue Sky filings within the statutory windows.
- 04
Close
Post-closing compliance, Form D updates, document custody.
Common workflows
Initial scoping (which exemption, what disclosure, how to handle accredited verification, how to structure carry or warrants); PPM and subscription package drafting; Blue Sky and Form D filings; placement-agent or finder agreement review for Section 15 issues; and post-closing compliance, including the Form D updates required upon material changes to the offering.
For fund sponsors, related work includes adviser registration analysis, custody under Rule 206(4)-2, and the marketing posture permitted under the SEC Marketing Rule.