Description:
Allen & Thomas, LLP is a boutique business law firm with offices in Los Angeles and New York, focused on sophisticated transactional and regulatory matters. The firm advises clients across securities law, fund formation, private placements, private equity, M&A, capital markets, and broker-dealer and investment adviser compliance.Position Overview:
We are seeking an associate attorney with substantial experience in private securities offerings, particularly unregistered and exempt transactions. The ideal candidate will have hands-on experience structuring and drafting offering documents under Regulation D, Regulation CF, Regulation A, and Section 4(a)(2) of the Securities Act.
This role is heavily focused on the preparation and management of private placement memoranda (PPMs) and related disclosure materials for capital raises across a range of industries and issuer stages.
Key Responsibilities:
- Lead the drafting and review of private placement memoranda (PPMs), including risk factors, business descriptions, use of proceeds, capitalization, and management discussion sections
- Structure and advise on exempt offerings under Regulation D (Rules 504, 506(b), and 506(c)), Regulation CF, Regulation A (Tier 1 and Tier 2), and Section 4(a)(2)
- Conduct legal due diligence on issuers in connection with capital raises, including review of corporate records, material contracts, and regulatory exposure
- Draft and negotiate subscription agreements, investor questionnaires, operating agreements, shareholder agreements, and related transaction documents
- Advise clients on SEC and FINRA compliance considerations, including general solicitation rules, accredited investor verification, and blue sky requirements
- Support broker-dealer and platform-related compliance issues in connection with offerings, including coordination with intermediaries in Reg CF and Reg A transactions
- Provide ongoing outside general counsel support on corporate governance, disclosures, and regulatory risk
Qualifications:
- Demonstrated experience drafting PPMs and related offering materials for exempt securities offerings
- Strong working knowledge of Regulation D, Regulation CF, Regulation A, and Section 4(a)(2) frameworks
- Experience advising on offering structure, investor eligibility, and compliance obligations
- Excellent legal drafting, analytical, and communication skills
- Ability to manage multiple transactions and deadlines in a fast-paced environment
