Structuring a Private Placement Memorandum for the Private Offering and Sale of Securities
Determining Materiality, Assessing Risk Factors and Conducting Due Diligence
Recording of a 90-minute CLE webinar with Q&A
This CLE webinar will discuss the attorney’s role in drafting and reviewing the private placement memorandum (PPM) for the private sale and solicitation of securities to ensure compliance with SEC disclosure rules for securities offerings and applicable state laws.
- Overview of regulatory framework: Reg D, Rule 506, Rule 502
- Essential elements of a PPM
- Determining materiality for disclosure
- Assessing relevant risk factors
- Due diligence
The panel will review these and other critical issues:
- How have the Reg D amendments impacted the financial statement and other disclosures required for delivery to non-accredited investors?
- What information should be provided in the PPM to limit potential exposure from claims by the SEC, state regulators or private investors?
- What are best practices for counsel in assessing the relevant risks inherent in the issuer’s business plan and its industry?
Jonathan R. Shechter
Mr. Shechter focuses his practice on corporate and securities law, structuring and closing corporate finance and... | Read More
Mr. Shechter focuses his practice on corporate and securities law, structuring and closing corporate finance and M&A transactions. He concentrates on secured and unsecured private equity financing transactions, as well as registration statements associated with these financings, public offerings, joint ventures, employment and shareholder agreements, as well as with the formation of private equity funds. He also represents publicly held companies with their 1934 Act reporting obligations and in the representation of broker-dealers and registered individuals in a wide array of matters, including ongoing compliance and regulatory inquiries.Close
Brett A. Cenkus
Mr. Cenkus focuses his practice on business law, and serves as a consultant to startups. He has extensive experience in... | Read More
Mr. Cenkus focuses his practice on business law, and serves as a consultant to startups. He has extensive experience in startup formations and founder issues, business finance, mergers and acquisitions, and joint ventures. He previously practiced with Skadden Arps and Andrews Kurth, and also served as general counsel for a publicly traded company. He has written on public benefits corporations, and authored the article, Corporate Law Gets Progressive – All About Benefit Corporations.Close