Developments In Securities Laws

Overview: As businesses increasingly embrace partnerships, limited partnerships, and limited liability companies ("LLCs") as the business organizations of choice, an entity's principals, as well as its investors, must be aware of the securities law issues affecting such pass-through entities. It is not uncommon for these entities to be organized with scant, if any, attention being paid to the securities laws. However, particularly if the deal does not meet the expectations of the investors, the principals, and sometimes their advisors, could be charged with a number of securities law violations, including those arising under the Securities Act of 1933. Therefore, both before and after organizing a business venture as a partnership or limited liability company, it is critical that a thoughtful analysis of the applicability of the securities laws be made and the entity structured and its interests sold to avoid violations of any applicable securities laws. Certainly, this outline is neither intended nor able to comprehensively guide an issuer through the maze of securities laws that may be involved in the offer and sale of partnership and limited liability company interests. It can be used, however, to help an issuer who is organizing a partnership or limited liability company to recognize that the offer of securities may be involved and to highlight some of the more troublesome issuers requiring the attention of an experienced securities practitioner.

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Format: PDF | Size: 127KB | Date: Jul 2002 | Pages: 22