Brian Casserly


Selling Securities and Reg D Changes: A 101 Guide for Seed Stage and Growth Companies

by Brian Casserly

You have an idea. You form a company. Now you want to raise money from investors (or even friends and family), maybe through the sale of ownership, borrowing money, or a loan that could convert into ownership in the future. Seems straightforward, right?

Well, all of those interests and rights that you are considering are almost certainly going to be classfied as “securities” under applicable law.  Selling securities, in fact, is a complex process that requires careful navigation and thoughtful representation to not only protect your position from an ownership and contractual standpoint, but to ensure you’re abiding by both federal and state laws, and regulations issued in connection with the same by enforcement arms such the Securities and Exchange Commission (SEC).

When it comes to selling securities, you have essentially three options:

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Maximizing ROI on Indiana's $1B Investment - Higher Education (Part 3)

by Brian Casserly

Over the past few weeks, we have both outlined what the investment entails, and gave our recommendations for how the funding can make an impact at secondary education programs. This week, we will be dissecting the second area of focus on the list, and giving our recommendation for what we believe would be most beneficial to entrepreneurs. According to the Indiana Economic Development Corporation, this includes

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Growth in Accredited Capital and the Impact on Your Startup

by Brian Casserly

If you are or have ever been through the process of raising private capital for an emerging company, you are well aware of the regulatory framework that seems to have been created to test your commitment.  When you raise money for your venture you are almost undoubtedly selling a "security."  The offering and sale of securities are regulated by both the federal government and each state which has jurisdiction. What this means:  when you raise money, the securities you are offering are either: (1) registered; (2) exempt; or (3) illegal.  Almost every new and growth stage company will rely on an exemption from registration which is an expensive process and offering illegal securities is not a solid business plan.  (Before you ask, there is no "friends and family" exemption.)

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Contractor vs. Employee: The 3 Questions to Ask

by Brian Casserly

Worker classification is an important responsibility of any employer, with implications ranging from tax and withholdings liability to the employer’s liability for the worker’s conduct.  For tax purposes, the IRS has previously laid out twenty non-exclusive factors that it considered when making the determination as to whether a worker is an independent contractor or employee. 

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On The Fence About Creating a Formal Structure for Your Business?

by Brian Casserly

Entrepreneurs create formal business entities (most often limited liability companies and corporations) for many reasons.  Founders commonly cite the limited liability protection and the professional impression it can have on vendors, customers and would-be investors.  While these are two major benefits of forming an LLC or corporation, this only touches on the predominant purpose that forming an entity can serve - building and protecting value. 

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