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Securities Offerings

Comprehensive securities law counsel for private placements, EB-5 programs, and digital asset offerings.

Overview

Torres Law has built a nationally recognized securities practice centered on representing issuers, regional centers, and project developers in private placement transactions. Our counsel spans the full spectrum of federal securities law, with particular depth in Regulation D (Rules 506(b) and 506(c)) and Regulation S offshore offerings for non-U.S. investors. We draft and negotiate every document in the offering stack — from the Private Placement Memorandum and subscription agreements to operating agreements and investor questionnaires — ensuring compliance with federal and applicable state Blue Sky requirements.

Our EB-5 Immigrant Investor Program practice is among the most sophisticated in the country. Torres Law has been recognized as one of the top 15 EB-5 programs nationally, having structured and closed hundreds of millions of dollars in EB-5 capital raises for regional centers and direct investment projects across real estate, hospitality, and infrastructure sectors. We advise on USCIS compliance, TEA designations, job creation modeling, and the evolving regulatory framework under the EB-5 Reform and Integrity Act of 2022.

Torres Law has also been at the forefront of digital asset and blockchain securities work. We have advised issuers on the regulatory classification of tokens and digital assets under the Howey test, structured compliant initial coin offerings (ICOs) and security token offerings (STOs), and counseled clients navigating SEC guidance on digital asset securities. Our approach integrates deep securities law knowledge with an understanding of blockchain technology and the practical realities of the digital asset marketplace.

Services Include

  • Regulation D Private Placements (Rule 506(b) and 506(c))
  • Regulation S Offshore Offerings
  • EB-5 Immigrant Investor Program — Top 15 Nationally
  • Blockchain, Digital Asset, and ICO/Token Offerings
  • Private Placement Memoranda and Subscription Agreements
  • Securities Compliance and Regulatory Counsel
  • Investor Relations Documentation
  • Secondary Market Transactions

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