Michael Sewell, JD, MBA

REAL ESTATE LAW

Sewell Law provides a wide range of real estate law services, including:

LLC formation (including trust owned LLCs, series LLCs, self-directed IRA LLCs, real estate broker LLCs, and S corporations), leases, contracts, assignments, deeds, promissory notes, deeds of trust, loan guaranties, mechanic’s liens, asset purchase agreements, tax lien advice, power of attorney, and more.

Sewell Law also has extensive experience in real estate litigation, including:

Rent/eviction, breach of lease, breach of contract, breach of promissory note, fraudulent misrepresentation, negligence, insurance claims, interpleader (escrow funds), property damage, boundary line disputes, adverse possession, title defects and disputes (quiet title), mechanic’s lien enforcement and defense, trespass, ejectment, temporary restraining order, injunction, partition, specific performance, tax liens, MREC audits, MREC administrative complaints, housing code violations, and more.

BUSINESS LAW

Sewell Law provides the following business law services:

LLC formation (including trust owned LLCs, series LLCs, self-directed IRA LLCs, real estate broker LLCs, and S corporations); LLC dissolution; LLC membership assignment, redemption, and sale; fictitious entity name registration; registered agent services; employment agreements; non-compete agreements; power of attorney; asset purchase agreements; private placement memorandums, private securities issuance, and subscription agreements; and more.

Sewell Law also has extensive experience in business litigation, including:

Breach of contract, tortious interference with contract, breach of lease, breach of operating agreement, breach of partnership agreement, charging orders, shareholder disputes, breach of fiduciary duty, fraudulent misrepresentation, negligence, defamation, Missouri’s Uniform Commercial Code, Missouri’s Merchandising Practices Act, The Missouri Uniform Trade Secrets Act, Missouri’s Uniform Fraudulent Transfer Act, insurance claims, registration of foreign judgments, wage garnishments, executions on judgments, and more.

PRIVATE SECURITIES

Sewell Law helps businesses raise private investment capital. Below are five typical ways businesses can raise investment funds by issuing equity or debt securities. No business or person should attempt to raise any private investment capital before first seeking legal advice about the intricate laws, rules, and regulations governing the sale of private securities. Contact Sewell Law to discuss these rules and which law might be best for your business.

1. Missouri Statute 409.2-202(14) (so-called “friends and family”). Raise investment capital from up to 25 people present in Missouri during any 12 consecutive months. General solicitation and advertising is prohibited, as is the payment of a commission or other remuneration, direct or indirect, to anyone, except to a broker-dealer or agent registered under Missouri’s Securities Act of 2003, in exchange for soliciting a prospective purchaser in Missouri.
2. Rule 506(b) of Regulation D. Raise unlimited investment capital from “sophisticated” and/or “accredited” investors. Businesses using this rule may not conduct any general solicitation of the investment offer. (A sophisticated investor possesses such knowledge and experience in financial and business matters that he or she is capable of evaluating the merits and risks of the prospective investment. A business may, under this rule, raise investment capital from up to 35 sophisticated investors. An accredited investor generally has an annual income greater than $200,000 or net worth of more than $1 million, excluding a primary residence. Companies and trusts may also qualify as accredited investors under certain circumstances.)
3. Rule 506(c) of Regulation D.  Raise unlimited funds from “accredited” investors using general solicitation and advertising. (An accredited investor generally has an annual income greater than $200,000 or net worth of more than $1 million, excluding a primary residence. Companies and trusts may also qualify as accredited investors under certain circumstances.)
4. Title III Crowdfunding, a/k/a Regulation Crowdfunding. Raise up to $1,070,000.00 per 12 months online from any investor. (Each investor is limited in the amount they can invest based on their income or net worth.) The business raising the capital must first file Form C with the U.S. Securities and Exchange Commission, and they must file ongoing reports if the raise is successful. Funds may be raised only through a single online funding portal that is registered with the Commission and licensed by the Financial Industry Regulatory Authority (FINRA). We provide all of the services necessary for a business to comply with these laws and regulations.
5. Regulation A. Raise up to $50 million per 12 months from any investor using general solicitation and advertising. (Accredited investors may invest unlimited amounts; non-accredited investors are limited to investing 10% of the greater of their income or net worth.) The business must first file Form 1-A, an offering circular, and audited financial statements with the U.S. Securities and Exchange Commission. The Commission must approve these filings before the business can accept any investment. The business must also file ongoing reports with the Commission if the raise is successful. However, a business may “test the waters” before deciding whether to go through the formal process of these filings. Certain rules govern how a business may test the waters.