b'How to Legally Raise Private Moneyand state securities exemptions that may be applicable to an offer-ing. Without advice of counsel you may be selecting an exemption that is inappropriate, too restrictive, or overly burdensome. Failure to Understand Exemption Rules Could Result in Civil & Criminal Prosecution. Failure to follow the specific rules of the exemption you are claiming may allow the investors an extended right of rescission, which they or a regulatory agency could invoke at any time. In this event, you might have only 30 days to give every investor their money back! Failure to comply could result in civil fines or possibly criminal penalties. Selecting the Wrong Entity/Jurisdiction. Selection of jurisdic-tion for an offering is an important consideration. Selecting incor-rectly could require revising your filing documents and/or regis-tering the offering in multiple states, with potentially burdensome legal compliance and tax consequences.Tax Implications. There may be huge tax and control implications for you and your investors if you use the wrong entity or legal struc-ture. The value of any ownership interest a syndicator retains in ex-change for managing the syndication may be wholly taxable in the first year if you dont set it up correctly!Misleading or Conflicting Documents. You may inadvertently make statements about the offering or the property that are mis-leading, which could expose you to personal and criminal liability if such representations turn out to be false. An attorney should be able to prevent you from making such statements. A frequent mis-take that syndicators make is to misrepresent who is the sponsor of the offering. Thats because most syndications will require forma-tion of new companies, and it is tempting to state that your existing, branded company is the sponsor, when in fact, it is not. Although this mistake may seem innocent and harmless, a regulator looking for a reason to prosecute could make a big deal out of it and call it fraud or misrepresentationboth of which are illegal under secu-rities laws. Improper or Incomplete Disclosure. You may inadvertently fail to advise potential investors of all of the risks associated with your offering, which could subject you to continuing liability for the du-ration of the offering. An experienced securities attorney will help 130'