What’s the real cost of raising capital without knowing the rules—and why could one wrong move unravel your entire deal?

In this episode, securities attorney Dugan Kelley breaks down the often misunderstood legal frameworks behind raising private capital through syndication. With over $4 billion in structured transactions under his belt, Dugan offers a clear overview of how to legally structure offerings under SEC rules—especially Rule 506(b) and 506(c)—and the serious risks of getting it wrong. He unpacks what it means to be an issuer, the importance of broker-dealer registration, the difference between accredited and sophisticated investors, and how new developments like Rule 241 offer flexibility when testing investor interest.

[00:01 - 05:12] Understanding the Issuer Exemption

 ...