Practice Area

Securities Law

Direct counsel in English, 한국어, and 中文 — no interpreters.

Private securities offerings, broker-dealer compliance, FINRA arbitration, and securities-related disputes — Regulation D, accredited investors, and SEC matters.

Call (201) 461-0031 Request Free Consultation

1Founding Attorney

NJ · NY · TX · GABar Admissions

EN · KODirect Communication

01 · Our Attorney

Securities Law Counsel

Private securities offerings, broker-dealer compliance, FINRA disputes, and securities-related disputes — areas where Korean and Korean-American entrepreneurs and investors face complex U.S. regulatory frameworks. Joseph Song advises on Regulation D offerings, accredited investor structures, and securities-related transactions and disputes.

Joseph D. Song

Founding Member

Admitted in NJ, NY, TX, GA. Counsels Korean-American clients and small businesses on private securities offerings, FINRA disputes, and securities-related transactions. Fluent in English and Korean. Direct attorney consultations.

View Profile →

02 · Practice Scope

What We Handle

Private placements, regulatory compliance, and securities disputes.

Regulation D Offerings

Rule 506(b) and 506(c) private placements. Accredited investor verification, PPM drafting, Form D filings, and Blue Sky compliance across multiple states.

Regulation S Offerings

Offerings to non-U.S. persons under Regulation S. Coordination with Korean and other foreign jurisdictions. Resale restrictions and Category compliance.

Private Fund Formation

Hedge fund, real estate fund, and private equity fund formation. Investment adviser registration considerations, fund agreements, and side letter negotiations.

Broker-Dealer Compliance

FINRA registration, supervisory procedures, AML compliance, and FINRA examination response. Customer dispute and U-4/U-5 disclosure issues.

FINRA Arbitration

Customer and intra-industry FINRA arbitration. Represent both registered representatives and customers in broker-dealer disputes.

Investment Adviser Matters

SEC and state investment adviser registration. Form ADV preparation, compliance policies, and SEC examination response.

Securities Litigation

Private securities fraud claims, Rule 10b-5 actions, Section 17(a) defense. Both plaintiff and defense work in U.S. district courts.

Crypto & Digital Asset

Token offerings and crypto fund structures. Howey analysis, securities exemption strategy, and regulatory landscape advice.

03 · Critical Window

Securities Timing Matters

Three timing windows that determine outcomes.

15-Day Form D

Regulation D offerings require Form D filing within 15 days of first sale. Late filings can affect future exemption eligibility.

Statute of Limitations

Rule 10b-5 claims: 2 years from discovery, max 5 years from violation. Section 12 claims: 1 year from violation or discovery, max 3 years. Quick action essential.

SEC Wells Notice

Wells Notice gives recipient 30 days to submit response before SEC charges. This is the last opportunity to influence Staff before formal enforcement.

04 · Results

Representative Outcomes

Selected securities matters.

Rule 506(b) Offering

Structured $8M Rule 506(b) offering for Korean-American real estate developer — PPM, subscription agreements, Form D, multi-state Blue Sky compliance.

FINRA Arbitration Win

Recovered $250K for client in FINRA arbitration against broker — unsuitable investment claims and unauthorized trading.

SEC Inquiry Resolution

Resolved SEC examination of small investment adviser without enforcement action — compliance remediation accepted.

Token Structure

Advised crypto startup on token offering structure — utility token analysis, Howey factors, and Regulation A+ alternative consideration.

05 · Questions Answered

Common Questions

What is Rule 506(b) vs 506(c)?

Both Regulation D exemptions for private offerings. 506(b) — no general solicitation, can include up to 35 non-accredited investors with disclosures. 506(c) — general solicitation allowed but ALL investors must be accredited AND verified. Most popular exemption for private offerings.

Who is an accredited investor?

Generally: individuals with $200K (or $300K with spouse) income for past 2 years OR $1M net worth (excluding primary residence). Also: entities with $5M+ assets, certain professionals (CPA, attorney with relevant license). Definition expanded in 2020.

What is a PPM?

Private Placement Memorandum — disclosure document for Regulation D offerings. Includes business description, risk factors, financial information, capitalization, use of proceeds, and management background. Required for 506(b) with non-accredited investors; standard for all private offerings.

Do I need to register with the SEC?

Issuer registration triggers: $10M total assets + 2,000 holders (or 500 non-accredited). Investment adviser registration triggers: $100M AUM (federal) or state-specific thresholds. Many private fund managers can rely on exemption.

What is Blue Sky compliance?

State securities law registration or notice filing. Rule 506 offerings preempt state registration but require notice filings + fees in states where investors reside. Failure to comply can result in state enforcement and rescission rights.

What is Rule 10b-5?

Anti-fraud rule under Section 10(b) of Exchange Act. Prohibits material misstatements/omissions in connection with securities purchase/sale. Foundation for most private securities fraud claims. Requires scienter, materiality, reliance, and damages.

What is FINRA arbitration?

Mandatory dispute resolution forum for customer claims against broker-dealers and for employment disputes between registered representatives and BDs. Cheaper and faster than litigation but with limited appeal rights.

Is my crypto offering a security?

Subject to Howey test: investment of money, common enterprise, expectation of profit, from efforts of others. Most ICOs/token offerings have been treated as securities. Utility tokens with current functionality have stronger non-security arguments. Regulatory landscape evolving.

What is a Wells Notice?

SEC formal notice that Staff intends to recommend enforcement action. Recipient has 30 days to submit Wells Submission arguing against charges. Last chance to influence enforcement decision before formal proceeding.

How much does securities counsel cost?

Regulation D offerings: typically flat fee for PPM and documentation ($15K-$50K depending on complexity). Litigation/arbitration: hourly with retainer; some claims contingency. SEC defense: hourly with significant retainer.

06 · Service Area

Where We Serve

Federal securities practice for Korean-American clients nationwide.

Federal Practice

SEC, FINRA arbitration, U.S. district courts nationwide. NJ Bureau of Securities and NY Investor Protection Bureau for state matters.

Cross-Border

Coordination with Korean securities counsel for Regulation S offerings to non-U.S. persons.

Office: Parker Plaza, 400 Kelby St, 19th Floor, Fort Lee, NJ 07024.

07 · Recent Articles & Columns

Securities Law Articles

Recent columns on private offerings, FINRA, and securities compliance.

08 · Success Stories

Recent Securities Matters

Selected offering and dispute outcomes.

09 · Get in Touch

Structure Your Offering. Defend Your Position.

Free initial consultation. Senior securities counsel from day one.