Posts Tagged ‘Finance Law MN’


Small Company Financing Attorneys MN

Thursday, January 14th, 2010

Minnesota Small Company Financing Attorneys

Financing Tools: Small-Company Offerings

One of the most common problems among start-up or small companies is access to financing. Normal bank financing is usually inaccessible to young companies possessing little or no history or requires personal guarantees from the principals of the company. If your company is facing this problem one solution may be to obtain capital or debt financing from private investors. Through such offerings your company can raise thousands to millions of dollars, providing short-term (usually 1-3 years) relief while your company gets on its feet and establishes the operating history required in order to obtain more traditional financing such as bank lines of credit.

Small Company Financing Attorneys MN

Before undertaking such private financing, however, you will need to ensure that you follow state and federal securities laws regulating the offer and sale of securities. Although securities laws may be intimidating, both Minnesota and US law seek to encourage business growth by providing exemptions to the more-strenuous reporting requirements, making small securities offerings relatively straightforward. Small offerings are regulated by the Securities Act of 1933 and certain federal regulations promulgated under the Act, particularly Regulation A and Regulation D. In Minnesota the offer and sale of securities is governed by Minnesota Statutes Section 80A and Minnesota Rules part 2875.

Depending on a number of factors your offering may or may not require the filing of your offering documents with the federal (Securities and Exchange Commission) and state (in Minnesota, the Department of Commerce) authorities. These factors include the amount of money to be raised, the number of investors anticipated, whether the investors are from Minnesota alone or from different states, and how sophisticated and/or wealthy the investors are.

In offering equity or debt financing it is important to draft certain documents that set forth the terms of the offering and disclose information about the company and the offering. The documents normally created in conjunction with small company offerings are a private placement memorandum, encompassing both detailed information about the company as well as the details and risk factors associated with the investment, a subscription agreement, the contract containing the terms and conditions of the sale, and, in the case of debt securities, a promissory note, the document embodying the loan.

Achieving success in a small business requires the diligent application of all available resources. The offering of securities may prove a useful resource for your company’s financing needs.

For small company financing in Minnesota guidance call us today at (612-355-2200)


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Minnesota Real Estate Attorneys

Wednesday, May 14th, 2008

Real Estate Attorneys in Minnesota

The “New” Rule in Residential Real Estate Transactions

“Caveat Emptor!” ­- “Let the Buyer Beware” ­- was the traditional rule in sales transactions.  The buyer had the burden of making sure that the item purchased was satisfactory to him.  Except in cases involving fraud, the seller would not be held liable for selling a defective product.  Much of that has changed with the development of the law of products liability, the institution of “Lemon Laws” for the sale of new automobiles (See Minnesota Statutes § 325F.665), and legislation to prevent consumer fraud (See Minnesota Statutes § 325F.69).  In Minnesota, it has now changed with respect to residential real estate sales, as well.Real Estate Attorneys Minneapolis

Effective January 1, 2003, a person who sells residential real estate property is required to provide a written disclosure to a potential buyer before a purchase agreement is signed.  The disclosure must include all facts known to the seller that could adversely and significantly affect an ordinary buyer’s use and enjoyment of the property or any intended use of the property of which the seller is aware (See Minnesota Statutes §§ 513.52 to 513.60).  This statute represents a significant departure from the earlier practice, which placed the burden on the buyer to inspect residential real estate to determine whether there were any defects to the property. Real Estate Attorneys MN | Minnesota Real Estate Attorneys

While the general disclosure requirement is broadly written, the law also includes numerous exceptions.  For instance, the seller is not required to inform the buyer that the real property was occupied by someone who was HIV Positive or who had AIDS, that the house was the site of a murder or suicide, or that the house may be haunted, among other things.  In addition, it does not require the seller to inform the buyer about any registered criminal offenders, including registered sex offenders, living in the area, as long as the seller informs the buyer that that information may be obtained from local law enforcement agencies or the Department of Corrections.  Also, the disclosure requirements do not apply to a variety of specific types of transactions, such as gifts, transfers between certain relatives, transfers to a government agency, or transfers pursuant to a court order. Finally, the parties may waive the disclosure requirements in a written agreement.

Although recent changes to the law, effective August 1, 2004, have broadened the disclosure requirements, the disclosure requirement itself is no longer a “new” law.  However, even though the law has been in effect for over two years, it is not a law that is well-known to the general public.  Many do not know of the disclosure requirements, the limits of those requirements, or that the requirements may be waived.  Whether you are buying or selling residential real property, an understanding of these requirements, among others, is necessary in order to protect one’s rights.

For a free no obligation real estate situation analysis, call us directly at (612-355-2201)


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