Securities & Investment
Exempt offerings and fund formation, structured to survive diligence. Azure Legal handles securities-law review from a founder's very first friends-and-family note through Reg D/CF/S raises, fund formation, and the securities diligence that comes up in an eventual M&A process or IPO.
The instruments that feel the most informal (a friends-and-family note, an early SAFE, a side letter with an angel investor) are still securities, and getting the exemption analysis wrong at that stage creates bad-actor and rescission exposure that follows the company into every later financing. Getting the structuring right on the first raise is what keeps every subsequent round's diligence clean.
Who This Is For
- Founders raising a friends-and-family, SAFE, or convertible note round for the first time
- Companies structuring an exempt offering under Reg D, CF, or S
- Fund managers forming a vehicle and drafting LPA/side-letter terms
What We Handle
- Securities-law review of founder & friends-and-family instruments
- Exempt offering structuring (Reg D, CF, S)
- Blue sky compliance across investor jurisdictions
- Fund formation & LPA drafting
- Securities diligence for M&A (bad-actor, Reg D history)
Common Agreements & Documents
- Securities Law Memo (founder-stage instruments)
- Private Placement Memorandum (PPM)
- Blue Sky Filing Summary
- Limited Partnership Agreement & Side Letters
- Securities Diligence Summary (M&A)
How We Work
Securities matters are billed flat-fee per instrument or offering (a founder note, a Reg D raise, a fund formation), not hourly. Exemption analysis is exactly the kind of careful work hourly billing tends to rush. You work directly with the attorney handling the analysis, which keeps blue-sky and multi-jurisdiction filings moving without a hand-off between drafters.
Frequently Asked Questions
Does a friends-and-family note need a securities exemption?
Almost always, yes. A note or SAFE sold to anyone, including friends and family, is a security under federal and state law, and the fact that it's informal doesn't change the analysis. We review the specific instrument and investor list to confirm which exemption applies (typically Reg D 506(b) or 506(c)) and what that exemption requires.
What's the real difference between Reg D, CF, and Reg A+?
They trade off investor eligibility, how much can be raised, and how much can be publicly advertised. Reg D 506(b)/(c) is the standard path for most venture rounds; Reg CF opens the raise to non-accredited investors at a lower cap with more disclosure; Reg A+ allows the largest raise and public marketing but comes with the most compliance overhead. Which one fits depends on the amount being raised and who you want to raise it from.
How does blue sky compliance work across multiple states?
Federal exemption doesn't automatically clear state-level securities law. Most states require either a notice filing or reliance on a parallel state exemption for each jurisdiction where an investor is located. We track this against your actual investor list. A single federal filing rarely covers everything.
Running an exempt offering or forming a fund? Book a 30-minute call to talk through where you are.
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