Lake Legal / Securities & Capital Raises
Practice
Securities & Capital Raises
Counsel to issuers and sponsors raising private capital. We structure the offering, draft the disclosure and subscription documents, handle the Form D and state filings, and keep the round or the fund compliant after the money is in.
Scope
Five parts of one offering.
Private Placements
Reg D · Rule 506(b) & 506(c) · Accredited VerificationMost private raises turn on the exemption. We select the one that fits how you intend to find investors, then build the raise to stay inside it: who may be approached, what general solicitation does to your obligations, how accredited status is established and documented, and what the record needs to look like if someone asks about it two years from now.
Offering Documents
PPMs · Subscription Agreements · Investor QuestionnairesA private placement memorandum is a risk document before it is a marketing one. We write the disclosure so the risks are stated plainly, the economics match the operating documents, and an investor reading closely finds nothing that surprises them later. The subscription package, questionnaires, and signature mechanics come with it.
Fund Formation & Waterfalls
LP and LLC Structures · Fees · Carried Interest · DistributionsSponsors and their investors are paid according to a handful of paragraphs. We draft them so they say what everyone agreed to: contributions and capital calls, preferred return, catch-up, carry, clawback, and the order in which cash actually moves. Ambiguity in a waterfall is always discovered at the worst possible moment.
Filings & Blue Sky
Form D · EDGAR · State Notice FilingsThe filings are unglamorous and unforgiving. We obtain EDGAR access and codes, file Form D on time, handle state notice filings and fees where your investors are located, and calendar the amendments and annual filings so an exemption is never lost over a deadline.
Ongoing Compliance
Investor Reporting · Amendments · Subsequent ClosingsThe obligations do not end at the first closing. Subsequent closings, side letters, transfers, investor reporting, and amendments all have to stay consistent with the documents already signed. We keep the offering file coherent as the company or the fund moves.
An offering is a promise in writing, and the writing is where it is tested.
Approach
A raise that still reads correctly in year three.
The pressure in a capital raise runs one direction: close it, close it now, paper it properly later. The documents that result tend to be optimistic in the disclosure, vague in the economics, and inconsistent with the operating agreement sitting beside them. None of that surfaces while money is coming in. It surfaces when a distribution is smaller than an investor expected, or when a buyer's counsel finally reads the file.
We draft for that later reading. Risks are disclosed in language a court would find candid, the waterfall computes to the same number no matter who runs it, and the offering documents, the operating agreement, and the filings all describe the same deal. A clean file is not a formality. It is the difference between a question and a claim.
Because Lake Legal stays selective, the counsel who structures the offering is the one still there for the subsequent closings, the amendments, and the exit. Securities work is cumulative, and a file handed between firms loses the reasoning behind its own terms.
Who This Serves
Issuers who intend to raise again.
First-Time Issuers
Founders taking outside money for the first time, where the real risk is not the valuation but the exemption. Getting the first raise right is what makes the second one straightforward.
Fund Sponsors
Managers standing up a fund or a deal-by-deal vehicle, where the economics between sponsor and investor need to be written once, precisely, and then actually followed.
Companies Cleaning Up a File
Prior rounds papered quickly, informally, or by someone else. Diligence will find it. We would rather find it first.
Questions
What issuers ask first.
What is a Reg D offering?
Regulation D is the set of exemptions most private companies and funds use to raise capital without registering the offering with the SEC. Rule 506(b) allows a raise from investors you already have a relationship with and prohibits general solicitation. Rule 506(c) permits public advertising but requires you to verify that every investor is accredited. The choice shapes how you are allowed to look for money.
Do we need a private placement memorandum?
Not in every case, and the analysis is about risk rather than obligation. A PPM is how an issuer proves what an investor was told. Where the offering is complex, the investors are not uniformly sophisticated, or the amount is meaningful, the disclosure document is what stands between a disappointed investor and a claim that something was left out.
How long does Form D take, and what happens if we are late?
Form D is filed through EDGAR within fifteen days of the first sale, and obtaining EDGAR credentials takes a few days on its own, so it is worth starting before the closing rather than after. A late filing is not automatically fatal to the exemption, but it draws attention and can complicate state notice filings, which run on their own deadlines.
Can we advertise our raise?
Only under Rule 506(c), and only with real verification of accredited status behind it. A single public post can turn a 506(b) offering into a general solicitation and put the exemption at risk, which is why the decision belongs at the beginning of a raise rather than in the middle of one.
Do you work with funds or only with operating companies?
Both. Companies raising equity and sponsors forming funds share most of the same machinery. Fund work simply adds the waterfall, the management fee, and the compliance calendar on top of it.
Where is Lake Legal licensed to practice?
Ryan Lake is licensed to practice in Colorado and the firm is based in Denver. Federal securities law applies nationwide and state notice filings follow your investors, so a matter that turns on another jurisdiction's law is handled together with counsel admitted there.
Begin a conversation
We would welcome hearing from you.
We work with a select number of issuers and sponsors over the long term. If you are facing a situation where discretion, structure, and experienced counsel matter, reach out.
Denver, Colorado • By appointment