Fundraising & Compliance

Our attorneys have extensive experience counseling clients in capital raising transactions to ensure compliance with federal and state securities laws.

Fundraising Compensation

Raising capital for others can create difficult legal issues under both state and federal securities laws. Except in very limited circumstances, paying a commission or “success fee” to a finder that is not registered as a broker-dealer violates federal and state securities laws. A company that hires a finder, as well as the company’s directors, officers and owners, can be liable to investors and sanctioned by regulators for such violations.

Securities Exchange Act Rule 3a4-1 provides a safe harbor from the broker-dealer registration requirements for an agent of the issuer in certain limited circumstances. However for circumstances outside the safe harbor rule, the determination whether a finder is a broker-dealer subject to registration requirements is highly fact-specific. The attorneys at Kalberer LLP have extensive experience navigating the complex regulations concerning fundraising and routinely provide creative and effective counsel to help clients achieve their goals.

Private Offerings

We represent issuers, placement agents and investors in private (exempt) transactions. Whether registered or exempt, all securities offerings must comply with specific disclosure requirements. A private placement memorandum (“PPM”) is the generally accepted formal method of documenting privately placed securities offering. Most private placements are offered under SEC Regulation D and are sometimes called "Reg. D" or "506" offerings.

Generally, the PPM is required to disclose all material facts about the investment, and to ensure statements made in the PPM are not misleading. From properly structuring the private offering to meet the goals of your business plan, to preparing your private offering memoranda, to putting together the appropriate disclosure documents, Kalberer LLP will provide creative and expedient services to help you achieve your goals.

REITs and Real Estate Securities

Our securities attorneys have substantial experience with real estate securities, real estate investment trusts and real estate-based securities. Our advice encompasses a diverse scope of services, from structuring and forming REITs to addressing federal and state regulations, unraveling complex REIT tax requirements, structuring 1031 transactions and mergers and acquisitions and innovative transactional structures.

Our attorneys work closely with the numerous participants involved in the real estate securities industry, including developers, sellers, investors, tenant-in-common sponsors, investment banks, leading lenders, state and federal regulators, the IRS, REIT owners and operators and related industry associations.