• TRADE SECRETS

    We work closely with clients to identify and protect their potential trade secret assets with secrecy programs. confidentiality agreements, protecting trade secrets from misappropriation.
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  • SECURITIES

    We counsel regarding securities issues for businesses or individuals.
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  • CORPORATE

    We provide expert counsel to companies from startup to public, including:     Board counseling     Equity compensation     Regulatory compliance     Securities and capital markets
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  • REAL ESTATE

    We represent and advise clients involving real property acquisition. financing. development. construction. disposition. leasing. limited liability companies.
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  • ESTATE PLANNING

    We do trusts and estates.  Should I try to avoid probate? A proper estate plan will not need to be administered through the Probate process, where additional complications and expenses would be involved, and therefore your assets will be available to your loved ones within sixty days, easily avoiding enormous costs
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  • PRIVACY AND CYBERLAW

    We counsel regarding privacy, cybersecurity, social media, consumer disclosures, warranties and other consumer protection matters; offer audits or assessments of network security, privacy and cybersecurity compliance; and provide transactional due diligence and crisis management.
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Federal Securities Laws: Regulation D: Rule 506 Exemption Now Prevalent

Section 18 of the Securities Act of 1933 was amended by the NSMIA in 1996 to provide, among other things, that the securities sold in Rule 506 offerings shall be deemed "covered securities" under NSMIA and do not need, as a condition to issuing securities in any state, to satisfy the many states' Blue Sky law requirements to be qualified nor need their issuers file any application or other form.

In absolute contrast, Rules 504 and 505 are not allowed a status as "covered securities", and the issuers who rely on thee rules would also remain concurrently subject to state-by-state compliance with all applicable state-level Blue Sky qualification requirements.

Notably, Rule Rule 506 is available in most cases if Rule 504 or 505 would be available.  Rule 506's wide availability facilitates issuers' replacement of multiple unique state exemption filings or qualification filings with a more uniform filing that they make pursuant to NSMIA Rule 506.  

There has been phenomenal growth in Rule 506 offerings as a portion of all Regulation D offerings. This growth corresponds completely with the amendment made pursuant to the NSMIA of Section 18 of the Securities Act. Section 506 has become the single and prevalent basis for Form D filings, and Form D's filed in reliance upon either Rule 504 or Rule 505 have become uncommon.