|Re: Early financing, loans & the SEC||<– Date –> <– Thread –>|
|From: Diane L. Rose (dlroseJonesDay.com)|
|Date: Wed, 29 Nov 2006 09:07:55 -0800 (PST)|
YES. Very generally, if the deal is structured so as to have "investors" you may very well run afoul of both state and federal securities regulation. Compliance with such regulations may not be very difficult inasmuch as there are many exemptions from securities registration for "private" offerings - but you MUST have an attorney experienced with both federal and state securities laws to review the structure of your financing. ___________________ Diane L. Rose, Esq. Jones Day 222 East 41st Street New York, New York 10017 Direct 212.326.7808 Facsimile 212.755.7306 (US Eastern Time Zone) e-mail: dlrose [at] jonesday.com The above electronic message is for informational purposes only. It is not intended to be and should not be considered legal advice nor substitute for obtaining legal advice from competent, independent, legal counsel in the relevant jurisdiction. Transmission of this information is not intended to create, and receipt does not constitute, an attorney-client relationship. The information contained herein may or may not reflect the most current legal developments. ===================================================================================================================== Tom Hammer <thammer302@yahoo .com> To cohousing-l [at] cohousing.org cc 11/27/2006 08:05 PM Subject [C-L]_ Early financing, loans & the SEC Please respond to Cohousing-L <cohousing-l@coho using.org> Hi All, Many, many thanks to all who have given us their experience about how to work out your financial structure. We've received two seemingly conflicting pieces of advice about loans. Do we risk running afoul of SEC regulations if we solicit or accept loans from investors who are not members of the group? I understand several groups have done this. I don't think it's a state specific question since the SEC is federal. >From what I read in Liz Walker's book, EcoVillage at Ithaca had outside lenders, for example, and she doesn't mention any SEC red tape... Any advice or language of loan agreements you can give us would be extremely helpful. Tom Hammer for Concord Village ---------------------------------- We did not have a cash-call system. If we were going to hit a period of exceptional expenses (much of which could be anticipated), we solicited voluntary member-household contributions, which (unlike the capital contributions) paid interest, and/or solicited outside lenders and investors (including some on this list -- Thanks again!!). Hope this helps. All the best! Regards, David Heimann Jamaica Plain Cohousing Date: Wed, 22 Nov 2006 21:57:49 -0500 From: Dave and Diane <daveanddee [at] verizon.net> Subject: Re: [C-L]_ Financial structure advice needed for forming group To: cohousing-l [at] cohousing.org Message-ID: <6780710F-7A9E-11DB-BF21-0003936C420C [at] verizon.net> Content-Type: text/plain; charset=US-ASCII; format=flowed Hi everyone in coho-land! I just want to clarify one thing--we did NOT have investors. Anyone who loaned us money had to either be an associate member or know a member of the group well enough to give them a personal loan. When you have investors it creates a whole new ball of wax and you have to create a prospectus, submit an annual report, file with the SEC, etc. etc. etc. etc. Trust me--you do NOT want to go there. --Diane(:^[ marketing facilitator jp cohousing 617-522-2209 Box 300420 boston ma http://www.jpcohousing.org _________________________________________________________________ Cohousing-L mailing list -- Unsubscribe, archives and other info at: http://www.cohousing.org/cohousing-L/ ========== This e-mail (including any attachments) may contain information that is private, confidential, or protected by attorney-client or other privilege. If you received this e-mail in error, please delete it from your system without copying it and notify sender by reply e-mail, so that our records can be corrected. ==========
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