Securities and Debt Transactions
Advising clients with strategy and compliance in securities and debt transactions.
Leveraging experience and expertise to work for you
Raising capital and structuring financing transactions requires careful legal planning and attention to regulatory requirements. We advise businesses, investors, lenders, and borrowers on securities offerings and debt transactions, helping clients secure financing while managing legal risk and maintaining compliance. Our practical approach focuses on structuring transactions that support our clients’ immediate capital needs and long-term business goals.
Structuring Capital and Financing Transactions
Whether raising capital from investors or obtaining financing through a lender, every transaction presents unique legal and business considerations. We work closely with clients to structure securities offerings and debt transactions that meet their financing needs while protecting their interests and complying with applicable laws. Factors that influence capital transactions include the proposed source and use of funds, timing and priority of repayment, risk mitigation through security and guaranties, and existing corporate or contractual rights and restrictions.
Managing Risk Throughout the Transaction
Successful financing transactions require more than preparing documents—they require thoughtful planning and careful execution. We help clients identify potential legal issues, negotiate transaction terms, and guide them through each stage of the process so they can move forward with confidence. We can advise on all aspects of the fundraising transaction such as structuring term sheets, non-disclosure agreements, SAFE instruments, private placement memorandums, subscription agreements, notes, loan agreements, and other related transaction documents.
our approach
Helping clients secure capital through financing structures aligned with their business objectives.
Navigating securities laws and lending requirements with careful attention to legal obligations.
Identifying potential issues early to protect clients throughout the transaction process and assist with any necessary corrective measures to ensure compliance and avoid default.
Providing business-minded guidance that balances legal considerations with commercial realities so that clients can make informed decisions.
Supporting clients through financing decisions as their businesses grow and their capital needs evolve.
FAQs about our Securities and Debt Transactions Practice
What is the difference between equity financing and debt financing?
Equity financing involves raising capital by offering an ownership interest in the business, while debt financing involves borrowing funds that are repaid with interest over time. Debt financing often requires that an organization or its owners secure the loan with a lien on business assets or a personal guarantee. We help clients evaluate which approach best supports their business objectives.
Do private companies have to comply with securities laws?
Yes. Even privately held businesses issuing and selling ownership interests are generally subject to federal and state securities laws. We help clients structure transactions that qualify for available exemptions from registration with regulators and comply with applicable regulations such as anti-fraud provisions.
When should I involve an attorney in a financing transaction?
Ideally, before negotiations begin. Early legal guidance can help protect misuse of proprietary business information, identify potential issues and roadblocks, improve transaction structure, and reduce delays during the financing process.
What documents are typically involved in a debt transaction?
Depending on the transaction, debt financing may involve promissory notes, loan agreements, security agreements, deeds of trust, guaranties, and other related documents. We help prepare and review these documents to protect our clients’ interests.
What documents are typically involved in a private equity fundraising?
Typical private equity offerings involve a mutual non-disclosure agreement, term sheet describing the basic terms, accredited investor questionnaire, private placement memorandum, SAFE instruments, subscription agreement, investor rights agreement and shareholder buy-sell agreements. We can advise on the documents and terms and conditions that best fit the size and type of equity offering appropriate to accomplish the fundraising goals.
Can you represent both borrowers and lenders?
Yes. We advise both borrowers and lenders in a wide variety of financing transactions, allowing us to provide practical insight into the legal and business considerations from either perspective.
