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 handles compliance issues involving registration or exemption of securities, broker-dealers, and investment representatives and advisers. Clients benefit from his many years of experience regarding state securities law (“Blue Sky Law”) and his deep understanding of compliance issues. Mr. Hewitt works diligently with clients to help demystify the complexity of the regulatory process, particularly as it applies to BDC and REIT state registration. Clients seek his counsel with respect to all stages of broker-dealer formation, including structuring documentation relating to written supervisory procedures, pre-membership interviews with FINRA, and state registration. Mr. Hewitt also has particular knowledge related to broker-dealer merger and change-of-control matters. Clients rely on him to respond 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 also maintains an active pro bono practice, devoting a significant amount of time to protecting individuals from voter discrimination and working closely with organizations to provide legal services to those in need. He currently serves as the liaison to the American Bar Association’s (ABA) Commission on Law and Aging and the ABA Business Law Section.