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Series Seed Preferred Stock

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Reg D

jrmiller82 opened this issue · comments

You'll need some sort of 'how to fill out the Reg D form' document. The securities' regulation aspect of these documents would make me a touch nervous to use.

Here's a link to a practice note on Reg D from Practical Law: http://us.practicallaw.com/8-382-6259

You can get to it through a free trial. (Disclosure: I work at Practical Law as a corporate and securities editor, but I didn't write this piece nor do I have a sales job.)

In general, though, I would consider the securities compliance stuff outside the scope of these documents: they include the relevant accredited investor representations, which is what you should expect to see.

The penalties for the company are huge if the securities regs aren't followed exactly.

Relying on 4(a)2 is unwise when complying with Reg D is so much easier. Not to mention state securities laws...

On May 12, 2014, at 8:26 AM, Rick Colosimo notifications@github.com wrote:

Here's a link to a practice note on Reg D from Practical Law: http://us.practicallaw.com/8-382-6259

You can get to it through a free trial. (Disclosure: I work at Practical Law as a corporate and securities editor, but I didn't write this piece nor do I have a sales job.)

In general, though, I would consider the securities compliance stuff outside the scope of these documents: they include the relevant accredited investor representations, which is what you should expect to see.


Reply to this email directly or view it on GitHub.

I agree that securities law is important, but I don't see these as part of scope of these equity documents.

You don't see compliance with potentially criminal violations of securities law as part of these documents? There's not even a sample PPM here!

No PPM is required when selling to accredited investors. If an offering requires a PPM, then it's unlikely to be a good fit for the solution presented by these documents. I see that solution as "a better alternative to widespread use of convertible notes without the headaches they bring." See the post at http://www.seriesseed.com/posts/2010/09/version-20-and-why-series-seed-documents-are-better-than-capped-convertible-notes.html for the recap.

Many states require a similar disclosure document. You can't solely look at Reg D in a vacuum. There's a reason why a PPM is used quite often even when not required, even to private offerings solely to to accredited investors.

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On Nov 18, 2015, at 17:18, Rick Colosimo notifications@github.com wrote:

No PPM is required when selling to accredited investors. If an offering requires a PPM, then it's unlikely to be a good fit for the solution presented by these documents. I see that solution as "a better alternative to widespread use of convertible notes without the headaches they bring." See the post at http://www.seriesseed.com/posts/2010/09/version-20-and-why-series-seed-documents-are-better-than-capped-convertible-notes.html for the recap.


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