New York Securities Law Attorneys

Securities offerings are a powerful growth tool, but even minor regulatory missteps can lead to significant enforcement exposure. We help clients structure offerings that comply with SEC and state requirements while maximizing flexibility and fundraising potential. Our services include:

• Structuring public and private securities offerings
• Advising on exemptions under Regulation D, Regulation A, and other SEC frameworks
• Preparing and reviewing offering memoranda, prospectuses, and subscription agreements
• Ensuring compliance with federal securities laws and state “blue sky” regulations

Both public and private offerings require precise disclosures and ongoing regulatory oversight. Our attorneys guide clients through each stage of the filing and compliance process, including:

• Preparing and reviewing Forms S-1, S-3, 10-K, 10-Q, and other SEC filings
• Advising on disclosure obligations, investor communications, and reporting requirements
• Conducting securities due diligence for mergers, acquisitions, and investment transactions
• Counseling on insider trading policies, disclosure controls, and corporate governance matters

Ongoing compliance is critical to reducing regulatory risk and maintaining investor confidence. We help companies design and implement compliance programs tailored to their size, industry, and capital structure, including:

• Developing internal securities compliance frameworks and reporting procedures
• Training executives, directors, and employees on securities law obligations
• Monitoring regulatory developments and SEC enforcement trends
• Assisting with responses to SEC or state securities investigations and inquiries

Many securities violations arise from avoidable drafting, disclosure, or procedural errors. Our firm helps clients identify and mitigate risk related to:

• Improper or incomplete investor disclosures
• Unregistered or improperly structured securities offerings
• Misuse or overreliance on offering exemptions
• Inadequate or misleading risk factor disclosures
• Failure to comply with post-offering reporting obligations

By addressing these issues proactively, we help clients reduce enforcement risk and preserve transaction integrity.

In addition to transactional and compliance work, our firm represents financial professionals and firms in securities-related disputes, including:

• Broker-Dealer Disputes involving regulatory, contractual, or employment-related claims
• Form U5 Expungement and Defamation Matters affecting professional licensing and reputation
• FINRA Arbitration and Regulatory Proceedings, including customer disputes and enforcement actions

Our attorneys combine securities law knowledge with dispute-resolution experience to protect professional standing and business interests.

What is the difference between a public offering and a private placement?

A public offering involves selling securities to the general public and requires SEC registration, while a private placement relies on specific exemptions allowing sales to a limited group of investors.

Do I need an attorney to file a Form D in New York?

While not legally required, legal counsel is strongly recommended. Errors in Form D filings or exemption requirements can jeopardize offering validity and trigger enforcement actions.

What happens if a securities offering violates SEC rules?

Violations can result in fines, rescission rights for investors, regulatory enforcement actions, and potential civil liability. Early legal intervention can mitigate exposure.

How long does a Regulation A offering take?

Regulation A offerings often take several months, depending on SEC review, disclosure preparation, and compliance readiness.

Can non-accredited investors participate in private offerings?

In limited circumstances, yes. Certain exemptions allow non-accredited investors, but these offerings carry heightened disclosure and compliance obligations.

What ongoing reporting is required after a securities offering?

Reporting requirements vary by offering type and issuer status and may include periodic SEC filings, investor disclosures, and state-level reporting obligations.