Securities Law
Ready to simplify complex securities issues and keep your business compliant?
Securities compliance and regulatory risk demand experienced guidance. Contact Harris Sliwoski to discuss your securities matters, from structuring offerings to ongoing compliance and regulatory strategy.
Contact Us for Expert AdviceU.S. securities law is formed to protect the American investors through mandatory disclosures and to safeguard the public from deceptive practices. Because the same disclosure and antifraud principles must be applied across diverse financing structures and rapidly evolving markets, U.S. securities law is complex.
At Harris Sliwoski, our securities practice is focused on helping companies, issuers, and market participants navigate this disclosure-driven regulatory framework while raising capital, structuring investment transactions, and managing regulatory risk. This includes advising on the offer and sale of securities, compliance with federal and state securities laws, preparation and review of offering materials, and counseling on anti-fraud obligations that apply across both public and private markets. Where other firms see only risk, we see pathways to growth, especially in novel, high-stakes regulatory environments where standard playbooks fail. We guide emerging and established issuers, investment funds, underwriters, corporate boards and individual investors.
Core Legal and Strategic Services
We provide comprehensive counsel to companies, issuers, investors, and funds on compliance with federal and state securities laws governing the offer, sale, and transfer of securities. Our combined deep regulatory knowledge with practical business acumen help our clients achieve their financial objectives in these areas:
- Private and exempt offerings: We counsel companies, issuers, and investors on structuring and executing private and exempt securities offerings, including Regulation D private placements, Regulation S offshore offerings, and other exemption-based capital raises, with a focus on disclosure, investor eligibility, and regulatory compliance.
- IPOs and public offerings: We advise companies throughout the transition from private to public markets, guiding clients through the full IPO and public offering process—from initial registration statements through final prospectuses and market entry.
- SEC compliance and reporting: We provide ongoing counsel on SEC reporting and disclosure obligations, including Forms 10-K, 10-Q and 8-K, helping companies maintain compliance, manage disclosure risk, and avoid regulatory enforcement.
- Securities registration and exemptions: We advise on both federal and state (“Blue Sky Laws;”) securities law compliance, including registered offerings and available exemptions. Our experience includes Regulation D private placements and Regulation A+ offerings.
- Investor protection and securities fraud matters: We counsel companies, boards, and market participants on disclosure practices, internal controls, and fiduciary obligations, and represent clients in matters involving allegations of misrepresentation, market manipulation and breach of fiduciary duty.
- Insider trading matters: We advise executives, funds and other market participants on insider trading compliance and represent clients in investigations and enforcement matters involving trading activities and information controls.
- Securities litigation and disputes: We represent clients in securities-related disputes, including shareholder actions, broker and investment adviser disputes, and FINRA arbitrations, with a focus on efficient and strategic resolution.
A Proactive Approach to Capital and Compliance
We develop legal strategies that align securities compliance with our clients’ broader commercial objectives. Our approach is grounded in deep proficiency of the Securities Exchange Act of 1933 and the Securities Exchange Act of 1934, allowing us to design a proactive compliance frameworks that prevents regulatory issues and reduce enforcement risk.
This forward-looking perspective is particularly important in complex and highly regulated environments. Drawing on the firm’s experience advising clients in sectors such as international trade and cannabis, we help clients navigate novel legal questions, evolving regulatory standards, and cross-disciplinary challenges that frequently arise in capital-raising and market-facing activities.
Proven Experience in High-Stakes Environments
Our attorneys bring experience navigating securities matters where regulatory, financial, and reputational risks are significant. We have advised clients in complex and time-sensitive situations, including:
- Guided a high-growth issuer through a complex Regulation A+ offering, successfully securing capital while satisfying nuanced multi-state Blue Sky requirements.
- Represented a corporate officer in a sensitive SEC investigation and achieving a favorable resolution through early, strategic engagement with regulators.
- Structured compliant capital-raising arrangements involving international investors, ensuring complete adherence to U.S. securities standards and complex regulations alongside cross-border regulatory considerations.
Secure Your Capital Strategy
Navigating securities regulation requires careful judgment and informed counsel. Working with who understand both the legal framework and the practical realities of capital formation can help reduce regulatory risk and support long-term growth.
Contact Harris Sliwoski today for a confidential evaluation of your securities law or capital raise matter.
Securities Practice FAQ’s
What is a security?
Under the Securities Exchange Act of 1934, the term “security” is defined broadly to include traditional instruments such as stocks, bonds, and notes, including less obvious arrangements known as “investment contracts.” Courts and regulators look to the economic substance of a transaction rather than its label when determining whether an instrument is a security.
The U.S. Supreme Court’s decision in SEC v. W.J. Howey Co., 328 US 293 (1946), established the test used to determine whether an arrangement is a security. Under the Howey test, a transaction is generally considered a security if it involves an investment of money in a common enterprise with an expectation of profits from the efforts of others.
What is Regulation D?
Regulation D is a set of SEC rules that provides exemptions from federal registration requirements for certain private securities offerings. It is commonly used by private companies to raise capital from investors without conducting a public offering. Regulation D includes several exemptions, most notably Rules 504, 506(b), and 506(c), each with specific conditions related to investor qualifications, disclosure obligations, and solicitation practices. While Regulation D offerings are exempt from registration, they remain subject to anti-fraud rules and certain filing requirements, such as Form D.
What Is the Difference Between Rule 506(b) and Rule 506(c)?
Rules 506(b) and 506(c) are exemptions under Regulation D that allow companies to raise capital without registering securities with the SEC. Rule 506(b) permits offerings to accredited investors and a limited number of non-accredited investors but prohibits general solicitation or public advertising. Rule 506(c), by contrast, allows general solicitation but requires issuers to take reasonable steps to verify that all investors are accredited. The choice between the two affects marketing, investor eligibility, and compliance obligations.
Who is an accredited investor?
An accredited investor is an individual or entity that meets specific financial or professional criteria established by the SEC.
For individuals, this generally includes meeting income thresholds in excess of $200,000 annually (or $300,000 jointly with a spouse) or holding a net worth over $1 million, excluding a primary residence.
Certain entities and individuals holding specified financial credentials may also qualify. Accredited investor status is significant because many private offerings rely on exemptions that limit participation to accredited investors.
Are Simple Agreements for Future Equity (SAFE) and convertible notes securities?
Usually yes. These instruments are often used in early-stage financing and may defer equity issuance, they typically involve an investment of capital with the expectation of future economic benefit tied to the company’s performance. As a result, offerings of SAFEs and convertible notes are generally subject to securities law requirements, including the need to rely on an applicable registration exemption and comply with anti-fraud obligations.