For Clients & Counterparties
Resources
Practical tools, client alerts, and reference materials to help you plan, comply, and transact with confidence.
Interactive Tools
Pledged-Equity Enforcement Planner
A planning tool for clients and counterparties working through scenarios involving pledged equity enforcement. Model outcomes, analyze structural considerations, and stress-test deal assumptions before going to the table.
Launch ToolRegulation D Offerings Explainer
An interactive guide to the Regulation D private offering framework — walking through the key exemptions, investor eligibility, solicitation rules, and filing requirements for sponsors and founders navigating a capital raise.
Launch ToolPresentations
Workshops & Briefings
Five Mistakes That Sink a Private Offering
Founder workshop slides walking through the five most common Regulation D exemption failures — general solicitation, choosing the wrong lane, trusting the investor checkbox, paying unregistered finders, and treating Form D as an afterthought.
View SlidesSharia-Compliant Capital in U.S. Commercial Real Estate
Counsel briefing on the five principal Sharia-compliant financing structures used in U.S. CRE — Murabaha, Ijara, Musharaka, Mudaraba, and Istisnaʼa — how they sit alongside conventional debt, and what changes in a workout.
View SlidesPublications
Client Alerts
Letting the World Into Your Deal
Regulation D and Regulation S compared for sponsors admitting non-U.S. investors — and the CFIUS, land-ownership, and tax overlays that decide whether the subscription closes. Covers Canada, Argentina, Singapore, and PRC investors; state foreign-ownership statutes reaching commercial property (Texas, Florida, Louisiana, West Virginia, Utah, Tennessee); FIRPTA and blocker structures; FinCEN AML and the narrowed Corporate Transparency Act.
Read MoreThe Handbook You Never Finished
Ten reasons a draft employee handbook is a liability — why "we don't have a union" is the most expensive sentence in the file, what affirmative defenses and safe harbors a finalized handbook delivers, and what changed between mid-2025 and August 2026 that requires a handbook edit for at least some employers. Includes a companion Handbook Audit Checklist.
Read MoreRecording the Calls You Are On: One Party or All?
A 50-state, D.C., and federal reference chart on call-recording consent law — which states require one-party consent, which require all-party consent, and seven qualified states where the rules diverge. Covers the interstate-call trap, consent timing and form requirements, and a universal compliance protocol.
Read MoreWhen the Feed Becomes the Offering
Five lessons from Pino v. Cardone Capital for social media syndicators — why mass promotion can make a sponsor a statutory "seller" under Section 12(a)(2), why casual return talk is actionable, why omitting regulator pushback is the most dangerous move of all, and why fraud disclaimers do not defeat the claim.
Read MoreInside the Capital Stack
A plain-English diligence guide for accredited investors evaluating private real estate offerings — what each layer of the capital stack actually owns, how risk and return should align with position, the credit enhancements that protect investor capital, and a twelve-question checklist to complete before subscribing.
Read MoreCalling It a "Receivable" Does Not Make It So
A New York Bankruptcy Court holds that a merchant plausibly alleged its MCA was a usurious loan — not a receivables sale. What Greenwich Retail Group means for how MCA funders document, reconcile, and enforce — covering substance-over-form analysis, the "real risk" standard, illusory reconciliation, void-for-usury consequences, and fraudulent-transfer exposure in bankruptcy.
Read MorePre-Solicitation Materials in a Regulation D Offering
A practical guide to "testing the waters," promotional investor calls, and the line between lawful interest-gauging and a deal-killing general solicitation — covering Rule 241, the 506(b) trap, and state blue sky compliance.
Read MoreThe Friend Who Wants a Cut
Why paying unregistered "finders" in Regulation D offerings triggers rescission, Bad-Actor disqualification, and SEC enforcement — a plain-English guide for issuers on Section 15(a), the limits of the Paul Anka letter and Rule 3a4-1, and the only three compliant paths forward.
Read MoreAccredited Investor Verification Is Not KYC/AML
Two compliance files, two different questions — one for securities law, one for financial-crimes law. A plain-English guide to running both regimes in parallel, covering the postponed FinCEN IA AML Rule, the narrowed Corporate Transparency Act, and a principles-based intake program.
Read MoreUnlocking Capital Through Rule 506(c)
A plain-English guide to publicly marketed private offerings for sponsors and their investors — covering accredited investor verification, Investment Company Act analysis, Bad Actor screening, and blue sky compliance.
Read MoreWhen the CEO Wants to Go on a Podcast
Executive communications guidance for sponsors with a live or imminent Reg D offering — what the C-suite can and cannot say when a 506(b) or 506(c) offering is in the market.
Read MoreHave a Question?
Begin a Conversation
Disclaimer: The resources, tools, presentations, and links on this page are provided for general reference and informational purposes only. They do not constitute legal advice and do not create an attorney-client relationship or privilege of any kind. Presentations are provided for general educational purposes only; the legal and regulatory guidance they contain is fact-specific and continues to evolve, and no information therein should be relied upon as a substitute for consultation with a qualified attorney regarding your specific legal matter. Attorney Advertising. Prior results do not guarantee a similar outcome. No attorney-client relationship arises until a written engagement letter is signed by both parties.