Members of Polsinelli’s Securities and Corporate Finance practice have extensive experience representing clients in offering securities in a wide variety of transactions exempt from the registration requirements of the federal and state "blue sky" securities laws, including private placements and PIPE transactions. In addition to advising our clients on disclosure and documentation issues, in these areas we deliver guidance regarding exemptions from federal and state securities registration laws, as well as related issues including investment suitability under ERISA and compliance with complex resale and trading restrictions.

Our Private Placements and Investments team prepares the term sheets, letters of intent, private placement memoranda, subscription documents and any required securities filings. We also advise and represent our clients in the negotiation of the terms of such securities offerings and purchases, including any investor rights that may be granted, such as rights of first refusal, co-sale rights and registration rights. Our clients regularly include issuers, investment banks, placement agents, and investors. Our team routinely provides advice on the formation and ongoing operations of venture capital and private equity funds of all sorts, including their sponsors and managers.

As a national law firm, we work as a team to leverage our extensive knowledge and experience to provide the highest level of representation demanded by clients in this evolving area of law. Our lawyers apply their knowledge of laws, regulations, and financing trends to assist our clients in consummating these often difficult transactions in as innovative, cost-effective, and timely a manner as possible.

Selected Experience

  • Private Placements: Rule 144A; Regulation S; Regulation D; PIPE transactions
  • Private Fund Formation
  • Investment in Private Securities
  • Succession Planning