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Impact Investing

For over 30 years, Warner’s impact investing team has been dedicated to advising clients on the unique challenges and opportunities for nonprofit organizations that engage in the offering of securities. With a nationwide reach, we specialize in enabling our clients to craft investment opportunities consistent with their charitable mission and in full compliance with the complex federal and state securities laws, including the unique exemptions and exclusions available exclusively to nonprofit organizations. We work with a diverse range of organizations, including charitable foundations, community development financial institutions (CDFIs) and other community development organizations, church extension funds (CEFs) and other faith-based organizations and multiple types of collective investment funds for charitable organizations in offerings spanning the United States and its territories.

Investments with Social Impact

Today’s institutional and individual investors are seeking to make a social impact alongside a return on their investments. According to The World Bank, up to $2 trillion in global capital has been invested with a mandate to achieve positive impact, and this trend is on the rise. Warner isn’t new to this type of investing, having established our practice over three decades ago of working with nonprofits and their securities compliance issues – well before “social impact” was a buzzword. Our attorneys remain on the cutting edge of this sector and counsel many clients with impact investment offerings ranging from limited private placements to continuous 50-state public offerings of securities. We are proud to guide our clients through the regulatory challenges imposed by federal and state securities laws while utilizing the unique exemptions and exclusions for charitable organizations.  These exemptions vary depending on the particular states where the issuer and investors are located but they can significantly reduce the issuer’s compliance burden and cost of capital if utilized correctly. 

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Strengths Snapshot

Below are some of the services we provide. Of course, our solutions are not limited to what you see below. Connect with one of our team members to learn more.

  • Accredited investors, qualified purchasers and institutional investors
    • Accredited investor verification under Rule 506(c)
  • Advertising, general solicitation and marketing activities
  • Agent or salesperson registration and licensing
  • Anticorruption policies and procedures, Office of Foreign Assets Control (OFAC) sanctions lists
  • Beneficiary designations, joint ownership
  • Blue Sky laws, state securities regulations, administrative guidance and filing practices
  • Broker, broker-dealer or dealer registration, licensing and compliance
  • Certificated and uncertificated securities, book-entry system
  • Charitable Investment Pools, Collective Investment Funds, Pooled Income Funds
  • Charitable Gift Annuities
  • Charitable Revocable Trusts
  • Charitable solicitation licensing requirements
  • Church Extension Funds
  • Community Development Financial Institutions (CDFIs)
  • Commercial lender licensing and compliance
  • Consumer privacy and data security
  • Committee on Uniform Securities Identification Procedures (CUSIP) Numbers
  • Donor-Advised Funds
  • Electronic delivery of offering materials
  • Investment adviser, asset management and other advisory services
  • Investment Company Act of 1940 requirements and compliance
  • Investment-grade rated debt securities offerings and credit ratings agencies (Moody’s, Fitch, S&P)
  • Philanthropy Protection Act of 1995 requirements and compliance
  • Offering Circular, Prospectus, or Private Placement Memorandum
  • Regulation A and Regulation A+ exempt offerings
  • Regulation CF crowdfunding offerings
  • Regulation D (Rule 506(b) and Rule 506(c)) exempt offerings
  • SEC Form 13F filings and Section 13(f) securities compliance for institutional investment managers
  • State securities examiner inquiries, enforcement actions, consent judgments and rescission offers
  • Transfers of investment securities under Uniform Commercial Code (Article 8)
  • Underwriters, placement agents, selling agents and registered broker-dealers
  • Uniform Transfers to Minors Act (UTMA) and Uniform Gifts to Minors Act (UGMA)