Goals and raise strategy
We confirm the business goals, target investor group, timeline, and how the company plans to use the funds
A private placement can be an efficient way to raise capital without going through a public offering. The risk is that securities rules still apply, even when you are raising money from people you know or a small group of investors. If the offering is structured or documented incorrectly, it can create investor disputes, rescission risk, and problems in a future fundraising or sale. We help businesses in Philadelphia and across Pennsylvania plan and document private placements with clear terms, clean records, and a process that supports the next stage of growth.
400+
Clients Helped
17+
Years Experience
250+
Trademarks
4.8 Stars
We provide practical support for raising capital through a private securities offering, including early stage and growth stage raises.
Offering structure guidance, including common paths used for private fundraising.
Term sheet and deal terms review before positions harden.
Drafting and review of core private placement documents, tailored to the business and the round.
Investor subscription materials, including questionnaires and required acknowledgments.
Disclosure support to reduce misunderstandings and future disputes.
Regulatory filing and notice support where applicable, including federal and state level requirements.
Post closing records and cap table cleanup to keep the company ready for future financing.
If the investor is receiving an ownership interest or a security, the structure and documents matter.
How you market the offering can affect what exemptions are available and what rules apply.
Investors often rely on what you provide in writing. A clear, consistent set of documents reduces risk.
Friendly money still needs clear paperwork to prevent misunderstandings and protect relationships.
Unclean ownership and missing consents can slow or derail a closing.
Early terms and missing compliance steps can complicate future rounds, bank relationships, or an exit.
Private placements move quickly once investors are ready. Early legal review helps you choose a workable structure, reduce compliance risk, and close with documents that support the business long term.
Most issues are predictable. We focus on the gaps that most often create disputes and expensive cleanup.
Unclear offering terms, including pricing, rights, and what the investor actually receives.
Inconsistent statements across emails, decks, and draft documents.
Missing disclosures that lead to investor misunderstandings and later claims.
Improper marketing or solicitation that creates compliance problems.
Cap table problems, undocumented promises, or unclear ownership history.
Side agreements that conflict with the main deal documents.
Missing corporate approvals and consents needed to issue equity.
Incomplete investor questionnaires or suitability documentation.
Post closing records that do not match what was signed.
Most private placements follow a consistent sequence. The timeline depends on complexity, urgency, and how quickly investors respond.
We confirm the business goals, target investor group, timeline, and how the company plans to use the funds
We identify a practical structure and the compliance steps that fit the offering approach
We draft or revise the core documents so the deal terms, disclosures, and company records match
We support signing, question handling, and final revisions so the closing is clean and consistent
We help complete any required filings and update records so future fundraising is smoother
We confirm the business goals, target investor group, timeline, and how the company plans to use the funds.
We identify a practical structure and the compliance steps that fit the offering approach.
We draft or revise the core documents so the deal terms, disclosures, and company records match.
We support signing, question handling, and final revisions so the closing is clean and consistent.
We help complete any required filings and update records so future fundraising is smoother.
This is a practical starting point. The right emphasis depends on the size of the raise, investor profile, and the company stage.
01 Private placement memoranda and disclosure materials, when appropriate for the raise.
05 Operating agreement or shareholder document updates tied to the offering.
02 Subscription agreements and investor signature packages.
06 Side letters that are consistent with the main deal documents.
03 Investor questionnaires and required representations.
07 Post closing cap table and record updates.
04 Company consents, resolutions, and issuance documentation.
08 Regulatory filings and notice support where applicable.
Focused guidance before key terms become difficult to change.
Preparation of the core offering documents needed for a clean raise.
Practical help resolving investor requested changes while protecting the business.
Support through execution, filings where needed, and post closing record alignment.
Sarah E. Holmes is the managing attorney at Holmes Business Law and advises businesses on acquisitions, sales, and ownership transitions with a focus on risk control, clear documentation, and efficient execution.
Transaction counsel for small and mid-sized businesses.
Litigation-informed drafting, stronger deal protections.
Direct, business-focused guidance on risk and remedies.
Negotiation support that protects position and keeps timelines moving.
Coordinates with brokers, lenders, and CPAs through closing.
Private placements require responsiveness, clarity, and practical judgment. Clients often cite communication, speed, and straightforward guidance as reasons they rely on the firm during time sensitive raises.
I really enjoyed working with Sarah. She helped me set up my ‘Contract for Service’ that I use to facilitate the client relationships for my business. She offered me excellent insight and advice throughout the process. She was also very patient with me and my workload, and she went above and beyond to help me create a thorough and thoughtful agreement that protects my interests as well as my clients.
– Rachael P.
I contacted Sarah to provide guidance with starting my business. I did my research beforehand and had consulted other lawyers. Sarah was the most knowledgable lawyer of all and was spot on with her analysis. I was convinced that she was the best lawyer for me after our first conversation! She listened very carefully and made the best recommendation for my personal situation.
– Wale O.
Sarah is completely trustworthy and approachable. She is always prompt with her responses and kept me informed on the progress of our paperwork. We have now used her on multiple projects and have been happy with our choice every time.
– Amy F.
Often, yes. If you are selling an ownership interest or another security, compliance steps may still apply even in a small raise.
Not always. The right approach depends on the offering size, investor profile, and risk tolerance. The goal is clear, consistent disclosure and clean documentation.
Sometimes, yes. A streamlined package can work for certain raises, but the structure and compliance approach should match how the offering is being presented and who is investing.
Common issues include inconsistent statements, missing disclosures, unclear ownership records, and offering terms that create unexpected control or economic outcomes.
Yes. We can review what was promised, identify gaps, and help document the deal and update records to reduce future risk.
If you are planning a private raise, already speaking with investors, or need to clean up prior investment paperwork, we can help you structure and document the offering with clear terms and a process designed to reduce risk.
