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Regulation D Securities Offerings and the CPA


Cost Free
Presentation Length 1.0 hour

Recorded DateMarch 4, 2021
CPE:Not available
(archived webinars do not offer CPE credits)
Subject AreaFinance
Course LevelBasic
Course Description

The SEC reports that the private placement securities offering space has an annual volume of $1.8 Trillion. Over 95% of that money is raised using the offering exemption from public registration available under Regulation D. Most offerings are structured as limited liability companies. This presentation will explain why these offerings are securities and what role the CPA has in these offerings. If the CPA is representing LLCs, this presentation will be of interest.

Learning Objectives:

  • Define these LLCs securities

  • Identify the role the CPA has in the definition of "accredited investor"

  • Recognize the most common ways economic interests are split in the offerings

  • Identify how the CPA can help the syndicator

Not logged

As the founding partner of Trowbridge Law Group LLP, Gene’s law practice concentrates on commercial and investment real estate syndication through both debt and equity. Between Gene’s syndication practice and the firm’s legal practice, the firm’s partners have written offerings for more than $5 Billion of money raised. For reference, the median offering size is $2,500,000. His practice writes offerings under Rule 506b and 506(c), Regulation D, and Regulation A+.

As a former syndicator, who for ten years raised investor capital through the broker-dealer community, he is able to communicate with his clients on both the technical and the practical aspects of state and federal securities laws.

As a long-time CCIM and CCIM Senior Instructor, now having attained Senior Emeritus status, Gene won numerous awards for his teaching ability. His book “It’s a Whole New Business!” is a how-to manual on real estate syndication

About Our Presenter

Trowbridge Law Group's legal services include helping clients choose the appropriate securities exemption (e.g. Regulation D, Rules 506(b) & 506(c), and Regulation A), advising on all the rules and regulations sponsors have to follow when raising money, preparing all the required legal documents including Private Placement Memorandums (PPMs) and Subscription Agreements, assisting with the formation and structuring of legal entities, and drafting of other investor agreements. They prepare and file securities notices with the Securities and Exchange Commission (SEC) and state securities agencies which are required to qualify for an exemption from securities registration.