Legal Question in Business Law in California

I am engaged in the capital raising for technology start-ups. I seek out investors by cold-calling from purchased lists of potential accredited investors, through references and referrals, and by probing for interest in my own personal networks. I do not "sell" anything other than the opportunity for a potential angel investor to meet with an entrepreneur. Should an angel investor decide to make an investment that under-performs or even fails, what exposure to legal recourse do I have?


Asked on 11/23/09, 11:10 am

1 Answer from Attorneys

Bryan Whipple Bryan R. R. Whipple, Attorney at Law

Your most serious risk is lengthy imprisonment, although civil penalties and damages are more likely. You might even be acquitted or found not liable after an expensive defense.

What you're doing is one of the most heavily regulated activities known to man. The requirements to build a new nuclear power plant are probably more demanding than those covering the offering of securities, but that's about it. Furthermore, the definitions of "offering" and "securities" are very broad and clearly include what you are doing.

To understand all the disclosure, registration, exemption, investor suitability, etc. limitations, I'd suggest you read some of the basic books on securities law such as "Understanding Securities Law" by Marc I. Steinberg or "Understanding the Securities Laws" by Larry D. Soderquist (although the latter is a bit out of date it is still worth while). There are many books on raising capital including some in the "take yourself public" genre which are aimed at non-lawyer business people and entrepreneurs. Most of these cover the pitfalls of offering securities more or less well, and would provide you with other useful ideas.

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Answered on 11/28/09, 1:22 pm


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