Goldwin.associates is a leading firm that provides full life-cycle guidance to securities issuers throughout the capital raising process. Our securities consultants and designated securities attorneys assist both private and public companies in navigating the securities regulatory ecosystem. Our employees have real-world experience and play an important role in advising our clients on the best possible scenario when conducting an offering. This includes navigating the private placement market and the public listing arena in terms of filing, registration (for example, with the Securities and Exchange Commissions and respective securities regulatory regimes of any given country), prospectus preparation, valuations, and much more. Working with your designated securities attorney from our team, we can assist with listing requirements for any of the world's major stock exchanges. For those conducting private placement offerings, we will designate a seasoned securities attorney to work with you on drafting the legal documents required for raising capital, as well as filing any paperwork with the appropriate registration authorities.
Our process is simple and efficient, saving our clients time and money during the private offering or IPO process. We take the time to understand a company's goals and market potential in order to tailor any documentation that needs to be created. Our securities attorneys will work one-on-one with our clients to ensure that best practices are followed. Since our inception in 1999, Goldwin.associates has assisted thousands of companies with private placement offerings as well as public listing and IPOs, spanning virtually all of the world's major industries and businesses. From high-tech to oil and gas and general energy, to healthcare, real estate, and development, there isn't a facet of daily global business transactions with which we haven't been involved at some point. Our securities attorneys have years of experience and will ensure that you are properly protected and that your offering is honest, appealing, and appropriate for your industry.
Our securities lawyers and team are committed to getting our clients from A to B and beyond. We don't just write one's documents; we also take an active role (if requested) in assisting as much as possible. The professionals at Goldwin.associates believe in building relationships. We will do our best to introduce you to industry players, broker-dealers, investment banks, venture capital, and other funding sources. For many companies and small businesses, forming alliances within our vast network has proven to be a boon. In this regard, we strive to be more than just service providers, but also guides and partners to our clients. This includes appointing the most qualified securities attorney to handle legal document preparation and guidance.
Our company has only a few years of experience in the private placement public market. Our securities attorneys can add significant value and provide critical insight into your offerings. We have worked with over 5,000 companies and have gained a keen understanding of the world of capital acquisition and how to build a business from the ground up.
In addition to assisting businesses in scaling their operations, we also assist in navigating the numerous regulatory rules found in the securities world and the larger global marketplace. This is another reason why partnering with a well-established company like Goldwin.associates and our securities attorneys can help you scale your business more efficiently. Being held back by slow and sometimes inexperienced legal counsel can stifle a company's growth.
Compliance is critical for companies conducting a private placement offering or seeking a public listing. Compliance with legal regulations and rules is important, of course, but even a start-up company should do its best to comply with securities norms from a strategic standpoint. A top securities attorney will be able to structure your company and file all necessary regulatory paperwork with various government and non-government agencies. Companies that are newly formed, as well as entities such as hedge funds, real estate funds, or other limited partnership companies, as well as those seeking to merge with another or acquire a business, should be aware of the need to register their securities at the appropriate time. Our experienced professional attorneys can manage a company's entire life cycle, from start-up to exit. We have an international team of attorneys, international experience, and have successfully navigated the securities compliance arena for many years.
IPOs vs. DPOs
The Goldwin.associates team of securities attorneys and consultants assist those looking to go public. When conducting a public offering, there are numerous forms and options to choose from, such as an IPO (initial public offering) or a DPO (direct public offering), which has become more common in the last decade. An IPO allows a company to go public with the assistance of an underwriter, a company (typically a broker dealer or an investment bank) that will underwrite the securities being sold. During a DPO, which is also a public offering, a company will seek funding from investors without the assistance of an intermediary. As a result, in a direct public offering, there is no underwriter.
To ensure a smooth transition during the public offering or listing, our team will be involved from the beginning of the process through the funding stages. Our attorneys will prepare and file all required paperwork with regulatory agencies, such as registration statements and financial information. We will also draft your public offering prospectus with the goal of maximizing investment capital infusion. Indeed, hundreds of broker dealers, law firms, attorneys, placement agents, and underwriters outsource some or all of their listing requirements to our firm due to our faster turnaround time and ability to save needed capital.
Goldwin.associates is a global leader in the creation of private placement memorandum (PPM) documents or offering memorandums for a private placement offering (PPO) or general prospectus to raise capital. Private placements are popular because they involve raising capital from private individuals or groups rather than the public sphere. In fact, the private placement market is the world's largest investment market, dwarfing the amount of capital raised publicly. Private placement raises nearly a trillion dollars per year. There are numerous ways to raise capital in the private placement world, and a summary of the most common rules is provided below.
Regulation D governs the SEC's private placement exemption rules. That is, a company raising private capital that follows Reg D can avoid registering with the Securities and Exchange Commission. Reg D is the most commonly used capital-raising regulation in the United States.
A 506b offering, as defined by Regulation D, allows companies to raise an unlimited amount of capital from investors with whom they already have a relationship. The public advertisement of selling securities is not permitted in 506b offerings.
A 506c offering, which is also subject to Regulation D rules, allows for the raising of funds and allows for public advertising through channels such as social media, email, networking, and so on. Unlike the 506b rule, the 506c rule does not require a prior relationship with any investor in order to seek funding from them.
Regulation A is a method of raising capital while avoiding various SEC registration requirements. Companies that cannot afford the costs of such filings, which typically go into Regulation D, frequently use Reg A, as small companies seeking less than $5 million in capital may not have access to only accredited investors. Non-accredited investors may participate in the offering under Regulation A. (as does Reg D, but there are rules governing the number of accredited investors permitted in certain Reg D offerings).
Regulation S is frequently used to raise capital around the world. It is a "safe harbor" regulation that defines when a company conducts an offering in another country as well as the rules governing non-US investment. This is significant because it may exempt a company from having to register with the SEC when raising capital. Regulation S is also used by many non-US companies, particularly in debt issuance offerings.
Rule 144A, which allows qualified institutional buyers (who must have a certain amount of net worth to invest) to purchase securities that must be held for two years, is another popular private placement method and one of the most liquid of regulations in terms of wealth and capital. Many businesses, large corporations, and governments use Rule 144A, particularly for debt issuance. Furthermore, many companies, based on securities attorney recommendations, use the 144A and Reg S exemptions together to raise capital, with nearly $1 trillion dollars invested under Rule 144A each year (and more if Reg S is added to the equation).
A PIPE is a popular way of both raising and receiving capital. A private individual or company invests in a public security, such as a stock or shares, through a PIPE. While this may appear to be a normal public company raising capital for its public entity, it is not. Many public companies use Regulation D or 144A-Reg S to conduct private placement offerings and create private placement memorandum documents for the actual capital raise. In exchange, the investors are usually given some kind of share or stock incentive, such as preferred stock or convertible securities. Goldwin.associates can assist with any of the above-mentioned capital-raising tools, as well as the majority of others not listed here.
The Goldwin.associates team assists with general real estate projects, such as drafting required documents such as a prospectus, conducting research under a feasibility study, or establishing real estate investment trusts, or REITs. Our securities attorneys can help you list your real estate fund or REIT securities or raise private placement capital to fund construction or development. There is no aspect of the real estate market that we cannot assist with, from the registration process of funds or REITs to the tax implications, as well as for foreign investment, such as under the EB5 program. Goldwin.associates' staff and attorneys work one-on-one with real estate developers, investors, brokers, dealers, banks, and market participants to ensure that any real estate transaction is carried out in accordance with securities regulations, saving time and resources.
If you are planning a private placement offering or an initial public offering (IPO), Goldwin.associates can help with some or all of your needs. Whether you need us to write a prospectus or a red herring, a private placement memorandum or a business plan, or a feasibility study for a real estate transaction, our securities attorneys and staff can help in a timely and cost-effective manner. Hundreds of companies, law firms, and broker-dealers around the world have outsourced their work to us because our pricing is extremely competitive, as is our turnaround time for document preparation. Please contact us at any of our offices around the world for a consultation. Once we have been retained to assist you, a designated securities attorney will be assigned to assist you with document preparation and provide relevant guidance.
This site's content and information are subject to change without notice. Some content, such as service offerings, may be out of date. Goldwin.associates is not a broker-dealer. We do not sell or solicit any type of security. We have never been compensated in any way for securities sold in any capacity. Golwin.associates is not an attorney's office. For all legal advice and questions, seek the advice of an independent attorney.
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