Articles
Nathaniel Dodson On
Understanding the Family Resemblance Test alternative to the Howey Test in Securities Law
Most new capital raisers quickly pick up on one key legal concept affecting whether an investment is subject to securities regulations. It’s the Howey Test. The Howey Test has long been the standard for determining what qualifies as a security under the watchful eye of the Securities and Exchange Commission (SEC). But here’s the twist:…
Richard Robinette On
$770M ATM Ponzi Scheme Redefines Securities Fraud
If you’ve been in real estate private offerings long enough, you’ve heard the phrase: “If it walks like a security and quacks like a security…” But did you expect ATMs to be the hub of a $770 million securities fraud scheme? That’s exactly what prosecutors are accusing 55-year-old Daryl F. Heller of orchestrating in Pennsylvania. A classic Ponzi scheme…
Nathaniel Dodson On
Smart Moves for Your First Fund Launch: Playing It Smart and Lean
Launching your first fund is one of the most exciting and nerve-wracking moments in your career. On one hand, you finally get to step into a rewarding industry that literally creates billionaires. You are in control. On the other hand, you have a brand new business that takes the ability to do due diligence and…
Richard Robinette On
Texas Cracks Down on SMS Marketing: What Capital Raisers Must Know Before September 2025
Texting your list? You may need to register. Texas is changing the rules, and syndicators who rely on phone or SMS outreach to reach prospective investors must pay attention. On September 1, 2025, Senate Bill 140 (SB 140) went into effect, reshaping the state’s approach to phone solicitation laws, particularly text message marketing. With heightened…
Nathaniel Dodson On
Potential Changes to Investment Regulations: What Syndicators and Small Fund Managers Need to Know
If you’re raising capital for your real estate deal, investment fund, or new business, you might’ve felt like the system was designed to work against you. You’re not wrong. But things may be changing for the better. Over the past year, the SEC and Congress have opened up conversations (and seeking public comment) about modernizing…
Richard Robinette On
Reg D, Reg A, and the Rise of the Small Capital Raiser: What SEC Reform Means for You
Reg D, Reg A, and the Rise of the Small Capital Raiser: What SEC Reform Means for You Potential Changes to Investment Regulations: Here’s What Syndicators and Small Fund Managers Need to Know If you’re raising capital for your real estate deal, investment fund, or new business, you might’ve felt like the system was designed…