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Securities & Capital Raising Services

Helping Visionary Leaders Raise Capital with Integrity, Compliance, and Confidence

Vision, Discipline, and Trust: The Real Drivers Behind Successful Capital Raises

You’re not just raising money—you’re building something that lasts.

Successful founders and executives who secure funding consistently share a few key traits:

  • Clarity of Vision: They know what they’re building, why it matters, and how capital will accelerate their mission.

  • Commitment to Operational Maturity: Their internal processes reflect the discipline and transparency investors expect.

  • Legal Foresight: They treat legal counsel as a strategic asset—not a checkbox—because they understand that trust is earned through governance.

  • Investor Empathy: They anticipate what funders need to see: clean cap tables, clear disclosures, and credible decision-making.

  • Commitment to Integrity: They don’t cut corners. They build trust through every document, vote, and filing.

These leaders don’t just attract capital—they attract confidence.

Jay Razzouk’s legal advisement helps founders and executives align their governance with their growth goals, ensuring that every step of the capital journey reflects the values and professionalism that investors respect.

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Why Legal Guidance Is Essential in Capital Raising

Raising capital isn’t just a financial transaction—it’s a governance milestone.

Whether you're launching a seed round, preparing for an IPO, or issuing debt instruments, every decision you make sends a signal to investors, regulators, and future shareholders.

Attorney Jay Razzouk brings over a decade of experience in securities litigation, shareholder disputes, and corporate governance reform. His legal guidance helps founders and executives:

  • Structure offerings that meet regulatory standards

  • Build investor trust through transparent disclosures

  • Reduce exposure to liability and litigation

  • Ensure board decisions are legally sound and defensible


If you're serious about scaling your company with integrity, legal investment isn’t optional - it’s foundational.

What We Help With

Jay offers legal support across the full spectrum of capital raising activities:

  • Limited & Private Offerings: Structuring compliant offerings under Regulation D and other exemptions

  • Seed, Series A, B, and IPO Prep: Legal readiness for each funding stage, including governance and disclosures

  • Debt Instruments & Securitized Deals: Drafting and reviewing notes, convertible debt, and asset-backed securities

  • SEC Filings & Compliance: Preparing and reviewing 10-Ks, 10-Qs, Form D, and S-1 filings

  • Transfer Agent Coordination: Ensuring smooth shareholder recordkeeping and transaction processing

  • Fiduciary Duty Advisement: Guiding boards and executives in fulfilling legal obligations and avoiding conflicts

Legal Readiness at Every Stage

Each funding round requires a different level of legal investment. Jay helps clients assess their readiness by reviewing:

  • Governance structure and board procedures

  • Disclosure obligations under the Securities Act of 1933

  • Shareholder agreements and voting rights

  • Risk factors and alternative deal structures

  • Public-facing materials and investor communications

Companies that skip legal review risk more than fines—they risk credibility.

Investors notice when governance is rushed, opaque, or inconsistent.

Jay’s guidance helps ensure your process reflects the rigor expected of a public company—even if you’re still private.


Fiduciary Duties and Why They Matter

Jay advises boards and executives on how to fulfill their fiduciary obligations, including:

  • Making informed decisions at properly noticed meetings

  • Avoiding conflicts of interest and undue influence

  • Documenting deliberations and rationale

  • Ensuring material votes are legally sound and defensible

Failure to follow these standards can lead to:

  • Claims of breach of fiduciary duty

  • Regulatory scrutiny during SEC review

  • Shareholder litigation, especially if outcomes are adverse or poorly disclosed

Jay’s background in securities litigation means he knows how these issues play out—and how to prevent them.

Benefits of Sound Legal Counsel

For Founders & Executives

  • Reduced personal liability

  • Stronger negotiation position

  • Credible public readiness

  • Fewer delays and regulatory issues

For Investors & Shareholders

  • Increased confidence in company governance

  • Clear disclosures and risk transparency

  • Protection against mismanagement or conflicts

  • Trust in the integrity of the offering process

Frequently Asked Questions

What legal documents are needed to raise capital?

Common documents include offering memoranda, subscription agreements, shareholder disclosures, and SEC filings. Each funding stage may require different forms.

What is a private offering under Regulation D?

A private offering allows companies to raise capital without registering with the SEC, provided they meet specific exemption criteria. Legal review ensures compliance and proper disclosures.

Do I need a lawyer for a seed round?

Yes. Even early-stage funding involves contracts, equity terms, and investor rights. Legal guidance helps prevent future disputes and ensures your structure supports future rounds.

What are fiduciary duties in capital raising?

Fiduciary duties require board members to act in the company’s best interest, make informed decisions, and avoid conflicts. These duties are critical during funding and governance actions.

What happens if we skip legal review before an IPO?

Skipping legal review can lead to SEC delays, shareholder lawsuits, and reputational damage. Legal counsel helps ensure your filings, disclosures, and governance meet public standards.

How do I know if my company is ready for Series A or B funding?

Readiness depends on financials, governance, legal structure, and investor materials. A legal audit can help identify gaps and prepare you for investor scrutiny.

What is the role of a transfer agent in capital raising?

Transfer agents manage shareholder records and transactions. Legal coordination ensures accurate reporting and smooth processing during offerings or equity changes.

Can poor governance affect investor confidence?

Yes. Rushed decisions, missing documentation, or unclear voting procedures can undermine trust and complicate fundraising. Legal guidance helps maintain process integrity.

What are the risks of inadequate disclosures?

Inadequate disclosures can lead to regulatory fines, investor claims, and reputational harm. Full, accurate, and timely disclosures are essential under the Securities Act of 1933.

How does legal counsel reduce liability in capital raising?

Legal counsel helps structure deals, review risks, and ensure compliance—reducing exposure to litigation, regulatory penalties, and personal liability for executives.

What is an S-1 filing and when is it required?

An S-1 is a registration statement filed with the SEC before a company goes public. It includes financials, risk factors, and disclosures. Legal review ensures accuracy and compliance.

How do fiduciary duties affect capital raising decisions?

Fiduciary duties require board members to act in the company’s best interest, avoid conflicts, and make informed decisions. These duties are critical when approving funding rounds or investor terms.

Can poor governance delay or derail a funding round?

Yes. Incomplete documentation, unclear voting procedures, or conflicts of interest can erode investor trust and trigger regulatory scrutiny. Legal guidance helps maintain process integrity.

What is the Securities Act of 1933 and why does it matter?

The Securities Act of 1933 governs how companies disclose information when raising capital. It requires full, fair, and accurate disclosures to protect investors and ensure market transparency.

What are 10-K and 10-Q filings used for?

10-Ks provide annual financial and operational disclosures; 10-Qs provide quarterly updates. These filings help investors assess performance and risk. Legal review ensures consistency and compliance.

What are the risks of issuing convertible debt?

Convertible debt can dilute ownership and create complex obligations. Legal review helps structure terms that balance investor incentives with company control.

How do I choose between equity and debt financing?

Equity financing offers long-term capital but dilutes ownership. Debt financing preserves control but adds repayment obligations. Legal counsel helps evaluate risks and align choices with your goals.

What is a transfer agent and why is one needed?

A transfer agent manages shareholder records, processes transactions, and ensures compliance with securities regulations. Legal coordination ensures accurate reporting and smooth operations.

Can shareholder litigation arise from capital raising decisions?

Yes. If disclosures are inadequate or board decisions breach fiduciary duties, shareholders may file claims. Legal oversight helps prevent disputes and protect leadership.

How do I prepare my company for investor due diligence?

Due diligence readiness includes clean financials, clear governance, documented decisions, and compliant disclosures. Legal review helps identify gaps and strengthen investor confidence.

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Jay Razzouk,

Attorney at Law

Trusted Legal Counsel

473 E. Carnegie Drive, Suite 200

San Bernardino, CA 92408

(909) 547-7299

(855) 264-4224


Proudly serving areas of Loma Linda, Redlands, Colton, San Bernardino County, Riverside County, Los Angeles County, Orange County, San Diego County, San Francisco Bay Area, and throughout the State of California and the broader United States as applicable.



The information provided on this website is for general informational purposes only and does not constitute legal advice. Contacting us through this site does not create an attorney-client relationship. This website may be considered attorney advertising under the rules of certain jurisdictions. Past results do not guarantee future outcomes.


© 2017--2025 Jay Razzouk, Attorney at Law