Skill

legalcode-securities-regulation-compliance

Analyze securities offering compliance covering US exemptions (Reg D Rule 506(b) / 506(c), Regulation A+ Tier 1/Tier 2, Regulation CF crowdfunding, Regulation S offshore transactions, Rule 144/144A resale, Rule 504), EU Prospectus Regulation (Reg 2017/1129, €8M/€12M thresholds, passporting, SME Growth Market), and UK FCA prospectus regime including January 2026 FSMA 2023 / PS24/2 Public Offer Platform reform. Covers exemption selection logic, accredited investor qualification and verification, bad actor disqualification (Rule 506(d)/(e)), Form D / Form 1-A / Form C filing requirements, integration doctrine and 30-day safe harbor, Blue Sky laws and NSMIA preemption, EDGAR filing mechanics, directed selling efforts prohibitions, distribution compliance periods, and anti-fraud compliance (Section 10(b) / Rule 10b-5 / Section 17(a)). Use when structuring a private placement, selecting a securities exemption, conducting a compliance audit of an existing offering, preparing offering documents, advising on resale restrictions for restricted or control securities, or assessing cross-border offering compliance across US, EU, and UK. Produces COMPLIANT / PARTIAL / NON-COMPLIANT / CRITICAL DEFICIENCY classifications per requirement, remediation action plans with deadline-anchored timelines, and exemption selection matrices. Jurisdiction- anchored to US (federal and Blue Sky), EU, and UK with [JURISDICTION-SPECIFIC] markers.