Classify the arrangement
Examine the economic substance, participants, control, solicitation, consideration, expected return, and governing documents before assuming which rules apply.
Securities and investment law
A transaction can be a securities matter before anyone calls it one.
Capital raising, ownership interests, profit-sharing arrangements, private offerings, disclosure, sales activity, and investment disputes can implicate overlapping federal and state rules.
A comfortable place to begin
Let’s talk about what you need.
You don’t need to have it all figured out. A general idea of what’s happening is enough to start a conversation.
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Joshua R. KotterFounder & managing partner · JD, MBAMeet the attorney
- Is the first consultation free?
- Yes. Your initial consultation is free, with no obligation to hire the firm.
- Who will get back to me?
- A firm attorney generally responds first, so you can begin with someone who understands legal questions.
- How soon should I hear back?
- Usually the same business day, during our office hours: Monday–Friday, 9 a.m.–5 p.m. Mountain Time. Response times can vary.
- Can we speak by phone or Zoom?
- Yes. Telephone and Zoom consultations are available, so you can speak with us without coming to the office.
- When will I know the legal fees?
- We explain legal fees before you hire our firm, so you can make an informed decision.
- What should I have ready?
- Just a brief overview and any urgent dates you know about. You don’t need a polished explanation. Save detailed sensitive information for your conversation with an attorney.
The complete problem
Securities & Investment Law
Securities questions arise in settings that do not resemble a public stock offering. A founder may raise money from a small group. A business may offer membership or profit interests. A promoter may describe an opportunity through informal messages. An investor may later question the disclosures, use of funds, management, or promised rights. The legal classification and available paths depend on the actual arrangement.
Mountain State Attorneys evaluates selected securities and investment matters at the intersection of transactions, governance, disclosure, business conduct, and litigation. Because regulatory scope, jurisdiction, licensing, and specialized subject matter can be decisive, the firm confirms the precise engagement—or the need for coordinated specialist counsel—only after an initial review.
This page provides general information, not advice about a particular matter. The facts, law, deadlines, and available options must be evaluated individually.
A sharper first review
The label matters less than the economic reality
The first useful conversation separates what is known, what is assumed, what must be preserved, and what decision comes next.
- 01
What was offered or sold, to whom, through what communications, and in exchange for what consideration?
- 02
What managerial control, voting rights, profit expectations, risk, transfer limits, or reliance on others did the arrangement create?
- 03
What federal or state registration, exemption, notice, disclosure, broker, adviser, or antifraud questions may apply?
- 04
What governing documents, offering materials, financial records, communications, and representations form the complete record?
- 05
Is the immediate objective compliance, transaction structuring, risk assessment, rescission, recovery, defense, or preservation of a business relationship?
How the work develops
A strategy built for the actual record.
Test the regulatory path
Identify potentially applicable federal and state requirements, exemptions, filings, disclosure duties, intermediary issues, and timing considerations.
Build from the source record
Preserve offering materials, agreements, financial records, investor communications, advertisements, approvals, and evidence of how funds and authority were actually used.
Before the next decision
Questions worth asking early.
Does every investment opportunity involve a security?
Not necessarily, but the answer does not depend only on the name placed on the transaction. The economic arrangement, rights, expectations, control, solicitation, and governing law must be evaluated.
Is an offering exempt because it is private?
A private transaction may qualify for an exemption, but “private” is not itself a complete legal conclusion. Conditions concerning purchasers, solicitation, disclosure, resale, filings, and state law may still matter.
What should be preserved if a dispute is developing?
Keep complete agreements, offering and promotional materials, cap tables, account records, messages, emails, presentations, recordings, investor updates, tax documents, and evidence concerning use of funds. Do not alter or selectively delete records.
Can the firm handle every securities matter?
No firm should accept a matter without confirming subject matter, jurisdiction, capacity, conflicts, and the required team. Mountain State Attorneys evaluates the issue first and may define a limited role or coordinate with specialized counsel where appropriate.
Authority and maintenance
Reviewed, sourced, and kept current.
This page provides general information. The authorities that control a particular matter depend on its facts, date, forum, and jurisdiction.
- Written by
- Joshua R. Kotter
- Attorney review
- Joshua R. Kotter
- Last reviewed
- September 4, 2026
- Next scheduled review
- December 4, 2026, or sooner if controlling law changes
- Jurisdictional scope
- Federal and Utah; other jurisdictions may apply
Start with a clear next step
Let’s identify what needs attention now.
Tell us where the matter stands, what is at risk, and what deadline or decision comes next.