Whether you manage a fund or raise money from private investors, if investors rely on you for the investment, you are likely issuing securities.  Securities can take the form of interests in a pool of mortgages or real estate, or in a specific asset like a shopping center or a mortgage loan.  Each investment presents unique issues as to disclosure, securities registration or an exemption from registration. 

California has unique rules when placing private investors into individual mortgages.  One exemption permits the sale of a loan to a single investor, and another rule has a simplified procedure to fractionalize a loan to up to 10 investors.  Other rules exist to both have more than 10 investors and for out of state properties or out of state investors.  Some of the rules are embedded in the law governing mortgage brokers, others in California’s Blue Sky laws and still others in federal securities law.  Navigating these complex exemptions and their requirements requires experienced counsel.  It’s work we do day in and day out. 

• Private investors in mortgage loans 

• Pooled mortgage investments 

• Pooled real estate investments 

• Private placements 

• Debt offerings 

• Hybrid debt and equity offerings