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SEC & FINRA
Compliance
Precision regulatory counsel for securities issuers, private fund managers, and companies navigating the SEC and FINRA regulatory framework.
Navigating the SEC and FINRA Regulatory Framework
The securities regulatory environment is among the most demanding in American law. The SEC imposes extensive registration, disclosure, and reporting requirements on issuers, fund managers, and market participants — requirements that evolve constantly through rulemaking, no-action letters, and enforcement actions.
The Law Office of Carl G. Hawkins, PLLC provides focused securities law counsel primarily to issuers and companies navigating this framework. Whether you are structuring a registered offering on Form S-1 or S-3, conducting a private placement under Regulation D, or preparing a Regulation A+ or Regulation CF offering, the firm brings the precision and current regulatory knowledge that this work demands.
As a boutique practice, the firm does not take on volume work. Every engagement receives direct attorney attention, and the firm's advice reflects a thorough understanding of your specific regulatory posture — not a generic compliance checklist.
Who the Firm Serves
- Securities issuers (S-1, S-3, Reg D, Reg A+, Reg CF)
- Private fund managers and sponsors
- Startups and growth-stage companies raising capital
- Real estate and alternative investment issuers
- Fintech companies with securities exposure
- Companies seeking to understand their registration obligations
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Regulatory & Transactional Services
Private Placement Offerings (Reg D)
Regulation D provides the most commonly used exemption from SEC registration for private capital raises. The firm advises issuers on Rule 506(b) and 506(c) offerings, prepares Private Placement Memoranda, subscription agreements, and investor questionnaires, and coordinates Form D filings with the SEC and applicable state regulators.
Regulation A+ Offerings
Regulation A+ allows qualifying issuers to raise up to $75 million from the public without a full SEC registration. The firm advises on Tier 1 and Tier 2 offering structures, prepares Form 1-A offering circulars, and guides issuers through the SEC qualification process and ongoing reporting obligations.
Regulation CF & Crowdfunding Offerings
Regulation Crowdfunding (Reg CF) allows issuers to raise up to $5 million in a 12-month period from both accredited and non-accredited investors through SEC-registered funding portals. The firm advises issuers on eligibility, disclosure requirements, and the Form C filing process.
Securities Exemption Analysis
Not every securities activity requires registration — but determining whether an exemption applies requires careful analysis. The firm advises issuers and companies on whether their activities constitute the offer or sale of securities, which exemptions are available, and what conditions must be satisfied to rely on them.
Issuer Disclosure & Reporting
Tier 2 Regulation A+ issuers face ongoing SEC reporting obligations after qualification. The firm assists with annual reports (Form 1-K), semiannual reports (Form 1-SA), and current reports (Form 1-U) to keep Tier 2 issuers in compliance with their post-qualification obligations. Tier 1 issuers are not subject to ongoing reporting but must file a Form 1-Z exit report upon completion or termination of the offering.
Blue Sky Law Compliance
State securities laws — blue sky laws — impose additional registration and notice filing requirements on securities offerings. The firm advises on state-specific requirements and coordinates multi-state compliance for offerings that involve investors across jurisdictions.
Registered Offerings (Form S-1 & S-3)
For issuers seeking to raise capital through a fully registered public offering, the firm advises on Form S-1 registration statements for initial and follow-on offerings and Form S-3 shelf registrations for seasoned issuers. Services include prospectus drafting, SEC comment letter responses, and coordination with underwriters and auditors through the registration process.
Understanding the Regulatory Landscape
The SEC
The Securities and Exchange Commission is the primary federal regulator of the securities markets. It administers the Securities Act of 1933, the Securities Exchange Act of 1934, the Investment Advisers Act of 1940, and numerous other statutes. SEC registration, disclosure, and reporting obligations apply to a broad range of market participants.
FINRA
The Financial Industry Regulatory Authority is a self-regulatory organization (SRO) that oversees broker-dealers and their registered representatives. FINRA membership is required for firms that engage in the securities business, and FINRA's rulebook — the FINRA Manual — governs conduct, supervision, and dispute resolution.
State Securities Regulators
Each state has its own securities regulator and securities statute. State regulators coordinate through NASAA (North American Securities Administrators Association) but retain independent authority over registration, licensing, and enforcement within their jurisdictions.
The Evolving Landscape
Regulatory requirements in the securities space evolve continuously. Recent years have seen significant rulemaking around Regulation Best Interest (Reg BI), cybersecurity, digital assets, and ESG disclosure. Staying current requires ongoing attention to SEC and FINRA guidance.
Private Placement Memoranda
The firm drafts Private Placement Memoranda (PPMs) for Regulation D offerings. A well-drafted PPM serves both as a disclosure document for investors and as a liability shield for issuers — provided it accurately describes the business, the risks, and the terms of the offering.
- Reg D 506(b) and 506(c) offerings
- Accredited investor verification procedures
- Risk factor drafting
- Use of proceeds and capitalization tables
- Subscription agreement preparation
Ongoing Regulatory Counsel
Securities compliance is not a one-time project. The firm provides ongoing regulatory counsel to broker-dealers and RIAs, advising on specific transactions, new products, and regulatory developments as they arise. Retainer arrangements are available for firms that require regular access to securities law counsel.
Licensed In
Florida · D.C.
Carl G. Hawkins
Carl G. Hawkins provides securities law counsel with the precision that regulatory work demands. His practice covers the full range of SEC and FINRA compliance matters — from initial registration through ongoing compliance obligations — with a focus on getting the details right the first time.
The firm's boutique structure means that every securities engagement receives direct partner-level attention. Clients are not passed to associates or paralegals — Mr. Hawkins handles the work personally, bringing his full experience and attention to every matter.
Full BiographyReady to Discuss Your Regulatory Needs?
Whether you are registering a new firm, preparing an offering, or reviewing your compliance program, the firm is ready to help.