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A review, before launch or after U.S. investors have subscribed, of whether the offering’s regulatory posture, documentation, reporting capabilities, governance, and service providers appear compliant for subscribing U.S. investors without exposing the issuer to compliance violations or reputational risks.
Assessment of the offering’s position in the U.S. market including which U.S. registration exemptions apply, what forms the issuer must file, and how to maintain a compliant posture when interests are offered to U.S. investors.
Analyzes
Founding documents
Full, detailed capitalization table
Offering’s position in the U.S. market. How the issuer reaches or reached U.S. investors, including websites, webinars, social media posts/ads/accounts, roadshows, introducers, and other sales channels.
Introducer, agent, promoter and referral arrangements, including identities of introducers, fees paid and payment mechanisms
Offering documents, including marketing decks, management regulations, articles of incorporation, KIID, DIF, prospectus, subscription documents, investor qualification forms, disclosures, and conflict-of-interest statements, etc., as applicable.
U.S. federal and state securities law position, including registrations, exemptions from registration, filings, notices, and legal opinions, as available.
Deliverable
A written memo documenting the facts, the securities questions raised, and introduction to U.S. counsel where appropriate. This is a technical analysis, not a legal opinion.
Timeline
15 business days from receipt of all documents and answers to clarifying questions.
A review, before launch or after U.S. investors have subscribed, of whether the offering’s regulatory posture, documentation, reporting capabilities, governance, and service providers appear compliant for subscribing U.S. investors without exposing the issuer to compliance violations or reputational risks.
Assessment of the offering’s position in the U.S. market including which U.S. registration exemptions apply, what forms the issuer must file, and how to maintain a compliant posture when interests are offered to U.S. investors.
Analyzes
Founding documents
Full, detailed capitalization table
Offering’s position in the U.S. market. How the issuer reaches or reached U.S. investors, including websites, webinars, social media posts/ads/accounts, roadshows, introducers, and other sales channels.
Introducer, agent, promoter and referral arrangements, including identities of introducers, fees paid and payment mechanisms
Offering documents, including marketing decks, management regulations, articles of incorporation, KIID, DIF, prospectus, subscription documents, investor qualification forms, disclosures, and conflict-of-interest statements, etc., as applicable.
U.S. federal and state securities law position, including registrations, exemptions from registration, filings, notices, and legal opinions, as available.
Deliverable
A written memo documenting the facts, the securities questions raised, and introduction to U.S. counsel where appropriate. This is a technical analysis, not a legal opinion.
Timeline
15 business days from receipt of all documents and answers to clarifying questions.