DO YOU NEED A SECURITIES LAWYER FOR A REGISTRATION STATEMENT?

According to Regulation A+ offerings filed in the 12 months, legal fees for a registration statement range from $100,000 up to $500,000 and more, depending on the size of the law firm and how much is being raised.  Lawyers can be found that work for less. As with any professional, competence varies and is not necessarily correlated with price. So, can (and should) a company try to go public without a securities attorney?

Can a backyard mechanic change the timing belt on a Maserati?

It is possible, but not advisable, for two reasons. First, there are strict rules about S-1s which can be fatal if not followed. For example, once an S-1 is filed, the Company has to restrict its publicity. It cannot sell shares privately while the S-1 is pending. The reason for that is that the SEC takes the position that people might file an S-1 (a public document) and use the S-1 to solicit investors for a private offering (in which public solicitation is prohibited).

Secondly, although the disclosure requirements for an S-1 are set out very carefully in the rules, a lot of the language in the rules are “terms of art.”  Not understanding these terms of art, and the writing style the SEC wants to see in an S-1, can lead to your S-1 not getting done, or in it being defective.

An S-1 has three functions. First, it is a selling document. Secondly, it must fulfill regulatory requirements. And finally, it is your insurance policy. An IPO can subject yourself to serious liability if not done correctly.