The Rodman Law Group:
No matter how revolutionary an idea, no matter how polished a business plan, no company can succeed without funding. At The Rodman Law Group we help clients in every stage of the funding process. We carefully explain the ramifications that may exist regarding the type of funding, the amount of funding, and from whom funding is sought, to ensure our clients’ compliance with both state and federal securities laws. We take securities compliance very seriously, because a single misstep can result in millions of dollars of penalties, months of delay, and in some cases, criminal consequences.
What is a security and why does the definition matter?
Many people find themselves asking these questions when we raise the issue of securities compliance for the first time. The answer to the first part of that question was answered by the Supreme Court in the landmark case Securities and Exchange Commission v. W. J. Howey Co. The answer, at its core is: a security is an investment of money that is made in the expectation of profits that arise from a common enterprise that depends entirely on the efforts of others. The reason the definition matters is because if an investment is found to be a security it is subject to the Securities Act of 1933 and the Exchange Act of 1934. These Acts were passed after the stock market crash that precipitated the Great Depression to ensure the fairness and safety of the financial markets to the average citizen and to curb the rampant fraud that was prevalent in the industry at the time. While largely successful, neither Act has completely eradicated fraud, but both have resulted in a compliance minefield for new businesses looking for funding.
What We Do
In order to stay in compliance with these laws, companies looking to secure capital can either file a full registration statement and conduct an Initial Public Offering (IPO), or look attempt to secure an exemption from the Acts. Considering the fact that large IPOs can cost upwards of $100,000,000, we generally counsel our clients to make use of one of the existing exemptions. Such recommendations are never one-size-fits-all so recommendations are made after extensive consultation and consideration of numerous variables. The simple act of fundraising can be extremely daunting in and of itself. Let us handle the compliance issues so that you can focus on one of the most important things you will ever do for your company: securing capital.
The Howey Test
With the explosive expansion of the cryptocurrency market, we have seen a greater need for securities compliance counsel, and we work hard to assist our cryptocurrency clients with their securities needs. The Howey test is more important than ever, and we provide insight into the process that many other firms cannot. When dealing with the questions surrounding securities, (regardless of the sector), the Howey Test, and the various exemptions to registrations it is imperative that you have competent legal counsel. The Howey test might seem straight forward but it isn’t, there is more than half a century of case law refining the ruling and it is essential to understand the nuance of the laws and regulations in this area.
What We’ve Achieved
- Assisted Clients in securing Regulation D exemptions.
- Advised Clients on optimal fundraising strategies based on size and capital requirements.
- Provided pertinent information about Regulation A+ obtained from a unique multi-year, in-depth review of the relevant legislation from proposed legislation to enacted law.
- Drafted S-1s
- Advised Publicly Traded Companies
- Crafted Successful Subscription Agreements
- Ensured Compliant Capital Raises