Private Offering Exemptions and Blue Sky Laws: Avoiding State Compliance Pitfalls

Ms. Fallon-Houle handles the deal docs and legal work for Issuers raising private investor capital in seed round, angel round or next stage rounds of financing, and business entity matters. She prepares the deal docs and SEC & state securities law compliance on private capital raises. Ms. Fallon-Houle helps prepare a business for due diligence in a sale or in an investor capital raise. On the corporate law and business law side, she handles Corporate governance, Corporate “cleanup”, and general counsel-type items for businesses. Ms. Fallon-Houle writes Shareholder, Partner & LLC agreements (and liaison with the business owner’s estate planning lawyer); Contracts for the business’s customers, clients, vendors & suppliers; Adding or removing  partners of a business or investment; Nondisclosures & noncompete agreements, Equity compensation for executives and key employees (from both the executive side and company side). She handles Incorporations and LLC formations, in some situations on a flat fee. Ms. Fallon-Houle focuses one of her areas of law practice on Startup businesses, and the legal complexities that can arise for them.

Mr. Hewitt has many years of experience regarding state securities law (Blue Sky Law). His practice includes a deep understanding of compliance issues relating to the registration, or exemption from registration, of securities, broker-dealers, registered representatives of broker-dealers, investment-advisers, and investment adviser representatives. He works diligently with clients seeking to understand the complexity of the regulatory process in these substantive areas; particularly as they apply to BDC and REIT state registration. Mr. Hewitt's broker-dealer experience also includes serving as counsel with respect to all stages of broker-dealer formation. Mr. Hewitt structures documentation relating to written supervisory procedures, pre-membership interviews with FINRA, and state registration. Other areas in which Mr. Hewitt has particular knowledge include broker-dealer merger and change of control matters, and responding to inquiry letters from FINRA relating to various matters including formation and merger, FINRA corporate finance rules, as well as potential violations of FINRA, and federal, and state statutes, rules, and regulations. Mr. Hewitt is immediate past, current Vice Chair, and incoming Chair of the Committee on the State Regulation of Securities of the ABA. Additionally, he is Vice Chair of the ABA Task Force on Private Placement Brokers, and Vice Chair of the ABA Task Force on ICO Trading and Market Making.