Securities Law

We represent both investors and companies in all type of securities offerings, including initial public offerings of common stock and Series Seed, Series A, B, and C rounds of equity financing, SAFE financings, and convertible debt offerings.  Our services include the initial structuring, negotiating term sheets, preparation of offering memoranda and registration statements, subscription agreements, and all other primary and ancillary deal documents.  We regularly make disclosure filings with the SEC and those required for compliance with blue sky state securities laws.

Ross Law Group is a leading law firm in the registration of investment advisers and exempt reporting advisers.  We represent RIAs and ERAs at both the SEC level and the state level.

We also have a number of broker-dealer clients, who we assist at both the registration phase, and in providing ongoing advice relating to FINRA rules.

Services in this area include:

Registration statements

Term sheet preparation and negotiation

Private placement memoranda

Risk factors

Subscription agreements

Investor questionnaires

Shareholder agreements

Registration rights agreements

Filing Form D with the Securities and Exchange Commission

Compliance with the state blue sky laws


Additionally, Ross Law Group can represent your company in the following transactions:

Unregistered equity and debt offerings

Offerings outside of the United States under Regulation S

PIPE transactions

Secondary market transactions, including resales of restricted and control securities under Rules 144 and 144A

Prepared numerous securities filings, including Form S-1 for initial public offerings of stock, Form 1-A for securities offerings exempt from registration pursuant to Regulation 1-A, Form C for Regulation Crowdfunding, Form D for private placements, and blue sky filings in various states, including New York

U.S. legal counsel for MCB Capital Markets, the investment banking and asset management arm of the largest banking group in Mauritius, in connection with the set up of a special purpose vehicle to issue currency-hedged and unhedged leveraged debt securities to U.S. and non-U.S. invest

Represented San Francisco-based stationless electric scooter sharing company in Series B Financing

Negotiated extension of convertible promissory notes on behalf of government contractor

Represented U.S. parent company and India subsidiary in series seed financing by a U.S.-based venture capital fund

Represented U.S. parent company with Brazilian subsidiary in seed financing by Spanish angel investor

Represent Gaze Coin, an Australia-based blockchain platform for VR/AR advertising and user rewards, in its successful offering of digital assets, as well as in ongoing compliance with securities laws

Represented numerous investors in offerings of digital assets

Represent FINRA-registered broker-dealer with online platform affiliate

Represent investment advisers in regard to registration with the State of New York and many other states

Represent numerous exempt reporting advisers, both in preparation and submission of Form ADV as well as in establishing compliance programs

Prepared and reviewed Code of Ethics, WISPs, and other required and recommended documents for investment advisers

Prepared and submitted numerous SEC filings such as Schedule 13G and Form 13H for private equity firms across the United States

Represented a co-founder of startup making soundproof office phone booths and meeting pods in secondary sale of stock