Oregon Blue Sky Laws for Syndication

Navigating the complex landscape of securities laws is crucial for real estate developers, private equity fund managers, and businesses looking to raise capital through syndication. One key area of concern is the interplay between state Blue Sky Laws and federal regulations, particularly Regulation D under the Securities Act of 1933. For those operating in Oregon or considering investments involving Oregon-based assets or investors, understanding Oregon’s Blue Sky Laws and how they interact with Regulation D is essential.

This article provides a comprehensive overview of Oregon’s Blue Sky Laws, detailing their relationship with SEC’s Regulation D, the procedures for claiming securities law exemptions, and the specific notification rules for offerings under Rule 506(b) and Rule 506(c). It also addresses common questions such as whether an Oregon-licensed attorney is necessary for creating an offering and the limitations of out-of-state attorneys in reviewing purchase contracts.

By exploring these topics, we aim to equip you with the knowledge needed to navigate the regulatory requirements efficiently, ensuring compliance and facilitating successful capital-raising efforts. Whether you are a seasoned syndicator or new to the world of private placements, this guide will provide valuable insights into the nuances of Oregon’s securities laws and their practical implications for your investment strategies.

How do a State’s Blue Sky Laws Relate to the SEC’s Regulation D?

State Blue Sky Laws are designed to protect investors from fraud by requiring securities offerings to be registered and providing remedies for investors. However, when it comes to federal securities regulations, particularly Regulation D, there is an important interaction between state and federal law.

Preemption of State Blue Sky Laws by Regulation D

Under 15 U.S. Code § 77r(b)(4)(F), offerings made under Regulation D’s Rule 506(b) or Rule 506(c) are exempt from state Blue Sky Laws. This federal preemption means that states cannot require registration or impose conditions on these offerings, significantly simplifying the regulatory burden for sponsors.

Regulation D provides a set of rules that allow companies to raise capital without having to register their securities with the SEC, provided they meet certain requirements. Specifically:

• Rule 506(b) allows issuers to raise an unlimited amount of money from an unlimited number of accredited investors and up to 35 non-accredited investors, provided there is no general solicitation or advertising.
• Rule 506(c) permits issuers to broadly solicit and advertise their offering, but all investors must be accredited, and the issuer must take reasonable steps to verify their accredited status.

By utilizing Regulation D, sponsors can avoid the complex and varied registration requirements of each state’s Blue Sky Laws, streamlining the process of raising capital through real estate syndication or other private placements.

Intrastate Offerings Under State Blue Sky Laws

Despite the federal preemption, there are scenarios where a sponsor might choose to comply with a state’s Blue Sky Laws instead of, or in addition to, federal Regulation D rules. One such scenario is an Intrastate offering.

An Intrastate offering is an offering made where the sponsor, all investors, and the assets are all located within the same state. Under these circumstances, the sponsor may choose to register the offering under the state’s Blue Sky Laws. This approach can be advantageous in certain situations:

• Local Investments: When all participants and assets are within one state, local registration can sometimes provide a sense of security and transparency for investors.
• Compliance Simplicity: For small-scale offerings or those tailored to a specific geographic area, complying with one set of state regulations may be simpler than navigating federal requirements.

However, sponsors should be aware that choosing to comply with state Blue Sky Laws for an Intrastate offering means they must adhere to the specific requirements and regulations of that state, which can vary significantly from one state to another.

Practical Implications for Sponsors

For most syndications, especially those involving multiple states or broader investor bases, utilizing Regulation D’s Rule 506(b) or Rule 506(c) will likely be the most efficient and effective route. These rules provide a clear framework for compliance and preempt the need to navigate the patchwork of state Blue Sky Laws.

That said, understanding the relationship between state Blue Sky Laws and federal Regulation D is crucial for any sponsor. While federal law simplifies many aspects of the securities offering process, state laws still play a role, especially in the context of Intrastate offerings.

By leveraging the exemptions under Regulation D and understanding when and how state laws might still apply, sponsors can effectively navigate the regulatory landscape, ensuring compliance while efficiently raising the capital needed for their real estate syndication or other investment ventures. Working with a knowledgeable syndication attorney is essential to ensure all legal requirements are met and to optimize the structure of the offering.

Why Would I Choose Regulation D Rule 506(b) or Rule 506(c) Over the State’s Blue Sky Laws?

Choosing between Regulation D and a state’s Blue Sky Laws is a critical decision for sponsors seeking to raise capital through syndication. Here are several reasons why Regulation D, specifically Rule 506(b) or Rule 506(c), is often the preferred route:

Federal Preemption and Simplified Compliance

Regulation D, particularly under Rule 506(b) and Rule 506(c), offers the significant advantage of federal preemption over state Blue Sky Laws. This means that when utilizing these provisions, sponsors are exempt from the registration requirements of individual states. This preemption is codified under 15 U.S. Code § 77r(b)(4)(F), which effectively streamlines the regulatory process.

1. Uniformity Across States: Regulation D provides a single set of rules that apply across all states, eliminating the need to comply with a patchwork of state-specific regulations. This uniformity simplifies the process, especially for offerings targeting investors in multiple states.
2. Reduced Administrative Burden: With Regulation D, the administrative burden is significantly reduced. Sponsors can avoid the time-consuming and costly process of registering securities in each state, focusing instead on compliance with federal regulations.

Flexibility and Broad Reach

Regulation D, and specifically Rule 506(b) and Rule 506(c), offers greater flexibility in terms of the geographic location of investors and sponsors:

1. No Geographic Limitations: Unlike state Blue Sky Laws, Regulation D does not restrict the offering to investors within a single state. This allows sponsors to tap into a broader pool of potential investors, increasing the likelihood of raising the necessary capital.
2. Avoiding Compliance Pitfalls: If any investor or the sponsor is located outside the state, the offering cannot qualify under state Blue Sky Laws as an Intrastate offering. There is always a risk of discovering that an investor is actually domiciled outside of the state, which can inadvertently convert an offering into an Interstate offering. This situation can create significant legal challenges and potential securities law violations.

Specific Advantages of Rule 506(b) and Rule 506(c)

Rule 506(b) and Rule 506(c) each offer distinct advantages that make them attractive options for sponsors:

• Rule 506(b)
• Unlimited Accredited Investors: Allows for an unlimited number of accredited investors and up to 35 non-accredited investors, provided there is no general solicitation or advertising.
• Confidentiality and Control: The prohibition on general solicitation can be advantageous for sponsors who prefer a more discreet approach to raising capital, maintaining greater control over the investment process.
• Rule 506(c)
• General Solicitation Permitted: Allows sponsors to broadly solicit and advertise their offering, significantly expanding the potential investor base.
• Accredited Investors Only: All investors must be accredited, and sponsors must take reasonable steps to verify their status. This can enhance the perceived credibility and attractiveness of the offering.

Mitigating Securities Law Risks

One of the primary risks associated with relying solely on state Blue Sky Laws is the potential for securities law violations if the offering inadvertently falls outside the state’s jurisdiction:

1. Discovery of Out-of-State Investors: If it is discovered that an investor is domiciled outside of the state, the offering may no longer qualify as an Intrastate offering. This can result in a significant compliance issue and potential legal repercussions.
2. Legal and Financial Consequences: Failing to comply with securities laws can lead to severe penalties, including fines and rescission offers to investors. The risk of non-compliance is mitigated under Regulation D, where the rules are clear and uniformly applicable.

For sponsors involved in real estate syndication or other private placements, choosing Regulation D, and specifically Rule 506(b) or Rule 506(c), offers clear advantages. The federal preemption of state Blue Sky Laws, combined with the flexibility and broad reach of these rules, makes Regulation D the strategic choice for most offerings.

By leveraging Regulation D, sponsors can minimize regulatory complexity, reduce compliance risks, and access a wider pool of potential investors. This approach not only facilitates successful capital raising but also ensures adherence to federal securities laws, providing a solid foundation for any syndication effort.

Consulting with a knowledgeable syndication attorney is essential to navigate these regulations effectively, ensuring that all legal requirements are met and optimizing the structure of the offering for success.

What Are The Notification Rules and Terms For Notifying the State about a Regulation D Rule 506(b) or Rule 506(c) Offering?

When conducting a Regulation D offering under Rule 506(b) or Rule 506(c), it is crucial to comply with federal and state notification requirements. While federal preemption under 15 U.S. Code § 77r(b)(4)(F) exempts these offerings from state Blue Sky Laws, most states, including Oregon, still require issuers to file a notice and pay a filing fee. Here are the specific notification rules and terms for notifying Oregon about a Regulation D Rule 506(b) or Rule 506(c) offering.

Filing the Form D

• Form D Submission: Issuers must file Form D electronically with the Securities and Exchange Commission (SEC) within 15 days after the first sale of securities in the offering. Form D is a brief notice that includes basic information about the issuer and the offering.

State Notification Requirements

Even though federal law preempts state Blue Sky Laws for Regulation D Rule 506 offerings, issuers must still notify the state where they are selling securities. This typically involves filing a copy of Form D and paying a filing fee.

Oregon State Notification:

• Filing Fee: Oregon requires a fixed filing fee of $250 for submitting a new notice.
• No Late Fees: Unlike some states, Oregon does not impose a late fee for filings submitted after the initial deadline. However, timely filing is recommended to ensure compliance and avoid potential issues.

Steps for Notifying the State

Prepare Form D: Ensure that Form D is accurately completed with all required information about the issuer, the offering, and the securities being sold.

File with the SEC: Submit Form D electronically through the SEC’s EDGAR system within 15 days of the first sale of securities.

Notify Oregon via NASAA EFD:

• NASAA Electronic Filing Depository (EFD): Use the NASAA Electronic Filing Depository to file notices with the state of Oregon. The EFD is a centralized platform that simplifies the process of filing Form D with multiple states.
• Submit Form D through EFD: Log in to the NASAA EFD portal (https://www.efdnasaa.org/FAQ/answer?faq=2) and follow the instructions to submit Form D to Oregon.
• Pay the Filing Fee: Include the $250 filing fee with your submission via the EFD platform.

Confirmation and Record Keeping: After filing, keep a record of the submission and any confirmation received from the NASAA EFD system. This documentation is essential for maintaining compliance records and for future reference.

Importance of Compliance

Notifying the state about a Regulation D offering is a critical compliance step. Failure to file the necessary notices and pay the required fees can result in regulatory scrutiny and potential penalties. By adhering to these requirements, issuers can ensure they remain in good standing and avoid complications that could arise from non-compliance.

Summary

While Regulation D Rule 506(b) and Rule 506(c) offerings benefit from federal preemption of state Blue Sky Laws, issuers must still notify the states where they offer securities. In Oregon, this involves submitting a copy of Form D through the NASAA Electronic Filing Depository (EFD) and paying a fixed filing fee of $250. There are no late fees for delayed submissions, but timely filing is essential for maintaining compliance.

For any issuer, particularly those involved in real estate syndication or other private placements, understanding and following these notification rules is vital. Consulting with a knowledgeable syndication attorney can help ensure all regulatory requirements are met and provide peace of mind throughout the capital-raising process.

What are Oregon’s Blue Sky Laws?

Oregon’s Blue Sky Laws are designed to protect investors and maintain the integrity of the securities market by regulating the offer and sale of securities within the state. These laws encompass a range of statutes aimed at preventing fraud and ensuring transparency in the financial markets. Key provisions include:

• Registration Requirements (ORS 59.025 and 59.055): These statutes mandate that brokers, dealers, and salespersons must register with the state before conducting business, ensuring that only qualified individuals handle securities transactions. Additionally, most securities must be registered before being offered or sold, unless an exemption applies.
• Exemptions from Registration (ORS 59.045 and 59.049): Certain securities and transactions are exempt from registration, such as those issued by government entities or involved in isolated non-recurring transactions. Federal covered securities, while exempt from state registration, must still comply with state notice filing requirements and fees.
• Conduct and Obligations of Salespersons (ORS 59.145): This statute prohibits fraudulent practices by salespersons, requiring full disclosure of material facts to investors and adherence to ethical standards.
• Burden of Proof (ORS 59.275): In any proceeding under the Oregon Securities Law, the party claiming an exemption or exception must provide evidence to support their claim, ensuring that exemptions are not abused.

These statutes collectively form the backbone of Oregon’s efforts to safeguard investors and uphold a transparent, fair securities market. Understanding these laws is crucial for anyone involved in the buying, selling, or advising of securities in Oregon.

OR ST § 59.025 Exempt securities

Oregon Revised Statutes 59.025 outlines the requirement for securities brokers and dealers to register with the Director of the Department of Consumer and Business Services before conducting business within the state. This law mandates that any person or entity acting as a broker-dealer or salesperson must be registered, ensuring compliance with state regulations. The statute aims to protect investors by ensuring that only qualified and regulated individuals handle securities transactions. Additionally, it provides the Director with the authority to enforce compliance, including the ability to deny, suspend, or revoke registrations if necessary, thereby upholding the integrity of the securities market in Oregon.

OR ST § 59.045 Denial, withdrawal or conditions to exemptions; liability on withdrawal

Oregon Revised Statutes 59.045 details the exemptions from registration for certain securities and transactions under the Oregon Securities Law. This statute specifies categories of securities and types of transactions that do not require registration with the state, which can include securities issued by certain financial institutions, government entities, or those involved in isolated non-recurring transactions. The exemptions aim to streamline the regulatory process for specific low-risk securities and transactions, reducing the administrative burden while still maintaining investor protection. This provision ensures that the regulatory focus remains on higher-risk areas of the securities market, promoting efficiency and effectiveness in oversight.

OR ST § 59.049 Exemption of federal covered securities from registration

Oregon Revised Statutes 59.049 addresses the regulation of federal covered securities within the state. Under this statute, securities that are classified as “federal covered” under federal law are exempt from the state’s registration requirements. However, issuers of these securities must comply with certain state-level obligations, including filing notices and paying associated fees to the state. This law allows Oregon to maintain a level of oversight and generate revenue while acknowledging the preeminence of federal regulation in this area. The statute also grants the Director of the Department of Consumer and Business Services the authority to adopt rules to implement these provisions, ensuring that the regulatory framework remains robust and effective.

OR ST § 59.055 Offer and sale of securities; conditions

Oregon Revised Statutes 59.055 specifies the conditions under which securities may be offered and sold within the state. This statute mandates that, unless exempted, securities must be registered with the Oregon Department of Consumer and Business Services before any offer or sale. The registration process involves providing detailed information about the securities, the issuer, and the terms of the offering to ensure transparency and protect investors. The law aims to prevent fraudulent activities and ensure that potential investors have access to essential information to make informed decisions. By enforcing these conditions, Oregon upholds the integrity of its securities market and fosters a fair and secure investment environment.

OR ST § 59.145 Notice filing, registration or license not a guarantee

Oregon Revised Statutes 59.145 details the legal obligations and prohibitions for licensed salespersons in the securities industry. This statute explicitly prohibits salespersons from engaging in fraudulent or deceitful practices, ensuring that their conduct adheres to high ethical standards. It includes provisions against making false statements, omitting crucial information, and engaging in any act, practice, or course of business that operates as a fraud or deceit upon any person. Additionally, the statute mandates full disclosure of material facts to investors, promoting transparency and trust in the securities market. By enforcing these regulations, Oregon aims to protect investors and maintain the integrity of its financial markets.

OR ST § 59.275 Burden of proof

Oregon Revised Statutes 59.275 establishes the burden of proof requirements within the context of securities regulation enforcement. According to this statute, in any proceeding under the Oregon Securities Law, the responsibility of proving an exemption or an exception from a definition lies with the party claiming the exemption or exception. This means that if a person or entity asserts that their securities or transactions are exempt from registration or other regulatory requirements, they must provide sufficient evidence to support their claim. This legal framework ensures that claims of exemption are substantiated, thereby maintaining the integrity of the regulatory system and protecting investors from potential abuses and unfounded exemptions.

What are Oregon’s Securities Laws Exemptions?

Oregon’s securities laws provide several exemptions that allow issuers to avoid the extensive registration process typically required for offering and selling securities. These exemptions are designed to facilitate capital formation while ensuring investor protection. Understanding these exemptions is crucial for sponsors and issuers, particularly those involved in real estate syndication and private placements under Regulation D. Below are the key exemptions outlined in Oregon Revised Statutes 59.025:

1. Governmental Entities

Securities issued by governmental entities, including federal, state, and local governments, as well as certain foreign governmental entities, are exempt from registration. This exemption helps ensure that governmental bodies can efficiently raise funds for public projects and operations.

2. Financial Institutions

Securities issued by various financial institutions are exempt from Oregon’s registration requirements. This includes:

• Banks
• Savings and loan associations
• Land banks
• Farm loan associations
• Trust companies
• Credit unions

These institutions are typically subject to other forms of regulatory oversight, thereby justifying the exemption.

3. Public Utility Commission Regulated Securities

Securities issued by entities regulated by the Public Utility Commission (PUC) are also exempt. This exemption applies to utilities providing essential public services such as electricity, water, and natural gas, which are under strict regulatory scrutiny.

4. Cooperatives

Certain cooperative organizations benefit from exemptions under Oregon law, including:

• Agricultural cooperative corporations
• Irrigation associations
• Fishing cooperative corporations
• Consumer cooperatives

These cooperatives often serve community or member interests and are structured to support mutual benefits rather than profit maximization.

5. Listed Stock Exchange Securities

Securities listed on recognized stock exchanges are exempt from state registration due to their adherence to stringent listing requirements and oversight by the exchange itself. This exemption helps streamline the process for publicly traded companies to operate across state lines.

6. Security with Approved Rating

Securities that have received an approved rating from recognized rating agencies may be exempt from state registration. This exemption applies when the securities have been evaluated and deemed to carry a low risk of default, providing a level of assurance to investors.

7. Non-Profit Persons

Securities issued by non-profit organizations are exempt from registration. Non-profits include charities, religious organizations, and other entities formed for non-commercial purposes. These organizations typically use funds for public or community-oriented initiatives.

8. Commercial Paper

Short-term commercial paper, which includes promissory notes and other instruments with a maturity of less than nine months, is exempt from registration. This exemption supports the liquidity needs of businesses by allowing them to issue short-term debt without regulatory burdens.

9. Employee Benefit Plan

Securities issued as part of an employee benefit plan are exempt from registration. This includes stock options, retirement plans, and other benefit-related securities provided to employees, which are often part of compensation packages.

10. Federal Covered Securities

Securities that qualify as “federal covered securities” under the National Securities Markets Improvement Act of 1996 (NSMIA) are exempt from state registration. This includes securities traded on national exchanges and those involved in certain Regulation D offerings.

Practical Implications for Issuers

Understanding these exemptions is critical for issuers to efficiently navigate Oregon’s regulatory landscape. By leveraging applicable exemptions, issuers can avoid the time and costs associated with the registration process. However, it is essential to ensure that the conditions of the exemption are fully met to avoid any compliance issues.

For those involved in real estate syndication or private placements under Regulation D (particularly Rule 506(b) and Rule 506(c)), consulting with a knowledgeable syndication attorney can help determine the most suitable exemption and ensure all legal requirements are adhered to.

Oregon’s securities laws provide a variety of exemptions designed to facilitate capital raising while maintaining investor protection. From governmental and financial institution securities to those issued by cooperatives, non-profits, and employee benefit plans, these exemptions help streamline the process for many issuers. Understanding and utilizing these exemptions can significantly impact the efficiency and success of raising capital within the state.

What are Oregon’s Procedures for Securities Law Exemptions?

Understanding the procedures for claiming securities law exemptions in Oregon is crucial for sponsors and issuers who wish to take advantage of these regulatory reliefs. The process involves specific steps and compliance with state regulations to ensure the offering qualifies for the exemption. Here’s a detailed overview of the procedures for obtaining securities law exemptions in Oregon:

1. Identify the Applicable Exemption

The first step is to determine which exemption under Oregon Revised Statutes 59.025 applies to your offering. Each exemption has specific criteria that must be met. Common exemptions include those for governmental entities, financial institutions, cooperatives, non-profits, and certain securities issued as part of employee benefit plans, among others.

2. Documentation and Record-Keeping

Maintaining thorough documentation is essential to support the claim for an exemption. This includes:

• Detailed descriptions of the securities being offered.
• Information about the issuer, including organizational documents and financial statements.
• Documentation proving the issuer meets the criteria for the specific exemption being claimed (e.g., proof of non-profit status, listing on a recognized stock exchange, or rating from a recognized rating agency).

3. Notice Filing Requirements

While many exemptions relieve issuers from full registration, some still require notice filings with the state of Oregon. Here’s how to comply with these requirements:

• Prepare the Necessary Forms: For certain exemptions, issuers must prepare and submit specific forms to notify the Oregon Division of Financial Regulation. This typically involves providing basic information about the offering and confirming the exemption criteria are met.
• Form D Filing: For offerings made under federal Regulation D (Rules 506(b) and 506(c)), issuers must file Form D with the SEC. Additionally, a copy of Form D, along with a state-specific notice and filing fee, must be submitted to Oregon through the NASAA Electronic Filing Depository (EFD).

4. Filing through NASAA Electronic Filing Depository (EFD)

Oregon uses the NASAA EFD system to streamline the filing process for securities offerings. Follow these steps:

• Access the EFD Portal: Go to the NASAA EFD website (https://www.efdnasaa.org) and log in or create an account if you do not already have one.
• Complete the Filing: Enter the required information, upload the necessary documents (including Form D if applicable), and confirm the details of the offering.
• Pay the Filing Fee: The filing fee for submitting a new notice in Oregon is $250. This fee can be paid electronically through the EFD portal.
• Confirmation: After submitting the notice and payment, keep a copy of the confirmation for your records. This will serve as proof of compliance with the state’s notice requirements.

5. Ongoing Compliance and Record Maintenance

Maintaining compliance does not end with the initial filing. Issuers must keep accurate records and be prepared for any follow-up inquiries or audits by the Oregon Division of Financial Regulation. This includes:

• Keeping investor records and transaction details.
• Updating any changes in the offering or issuer information.
• Ensuring continued adherence to the criteria of the claimed exemption.

Practical Tips

• Consult with a Syndication Attorney: Navigating securities law exemptions can be complex. Working with a knowledgeable syndication attorney can help ensure that all legal requirements are met and that the process is handled efficiently.
• Timely Filing: Ensure all filings are made promptly to avoid potential penalties or issues with non-compliance. Although Oregon does not impose late fees, timely filing is crucial for maintaining good standing.
• Regular Updates: Keep abreast of any changes in state or federal securities laws that may impact your exemption status or filing requirements.

Oregon’s procedures for claiming securities law exemptions involve identifying the appropriate exemption, maintaining thorough documentation, and complying with notice filing requirements through the NASAA EFD system. By following these steps and consulting with a syndication attorney, issuers can efficiently navigate the regulatory landscape and take advantage of the available exemptions to facilitate their capital-raising efforts.

Maintaining meticulous records and staying updated on regulatory changes are also critical to ensuring ongoing compliance and avoiding potential legal pitfalls.

Frequently Asked Questions

Do I Need an Attorney from Oregon to Put Together an Offering?

Whether you need an attorney specifically licensed in Oregon to put together your offering depends on the nature of the offering and the regulatory framework under which it falls.

If your offering is under Regulation D and does not rely on Oregon-specific Blue Sky Laws, you likely do not need an attorney licensed in Oregon. For example, if you are a real estate syndicator putting together a private placement memorandum (PPM) for a multifamily deal in Portland, Oregon, which will be offered to investors in various states, you can generally work with a syndication attorney licensed in any state. This attorney can assist with drafting the PPM, forming the necessary entities, and creating the operating agreement. They would be well-versed in federal securities laws and the nuances of Regulation D, making them capable of advising on compliance with Rule 506(b) or Rule 506(c).

However, this attorney would not be able to provide legal counsel on specific Oregon laws and their potential impact on your offering. For such matters, especially if they arise during the course of the offering, you might still need to consult with an Oregon-licensed attorney.

Conversely, if your offering is tailored to fit an exemption under Oregon’s Blue Sky Laws, and all investors are from Oregon, you will need to work with an attorney licensed in Oregon. For instance, if you are creating a PPM for a development project in Salem, Oregon, and plan to use one of Oregon’s state-specific exemptions to registration, an Oregon-licensed attorney’s expertise would be indispensable. They would ensure that you comply with all state-specific legal requirements, provide guidance on the nuances of Oregon securities laws, and help navigate any state-specific regulatory issues.

In summary, while a non-Oregon-licensed syndication attorney can manage many aspects of a Regulation D offering, when your focus shifts to Oregon-specific legal matters, particularly if relying on state exemptions, an attorney licensed in Oregon becomes necessary. This approach ensures comprehensive legal compliance and protects the interests of your syndication and investors.

Is it Okay if the Real Estate Syndication Attorney, Licensed Outside of Oregon, Looks Over My Purchase Contract?

It is permissible for a real estate syndication attorney licensed outside of Oregon to review your purchase contract, but their capacity to provide advice is limited. They can offer general business consulting insights, such as discussing the price, evaluating broad deal points, and advising on general transaction terms like the length of time until closing. However, they cannot provide specific legal advice pertaining to Oregon law.

For example, Tilden Moschetti, Esq., a syndication attorney with the Moschetti Syndication Law Group, can review a purchase contract for a property in Eugene, Oregon. While he can discuss the business aspects of the deal, such as the overall structure and financial implications, he must refrain from advising on specific legal terms within the contract due to his lack of licensure in Oregon. This limitation ensures compliance with legal practice regulations and avoids unauthorized practice of law.

Therefore, while an out-of-state attorney can offer valuable business-oriented insights, any legal advice specific to Oregon’s laws and regulations should be sought from an attorney licensed in Oregon. This approach ensures that all aspects of the contract comply with state-specific legal requirements and protects your interests in the transaction.