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

Conducted on Wednesday, June 20, 2018

Recorded event now available

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Program Materials

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.


In private offerings, the issuer should give investors written disclosures containing material facts about the offering, the issuer and the risks associated with the investment. Such document is usually called a PPM.

PPM disclosures are often similar to disclosures required in registration statements for registered offerings of securities. Registration statements for companies in the issuer’s industry can be a helpful reference. A formal PPM seeking investments from non-accredited investors must meet the disclosure requirements of Rule 502(b)(2) of Reg D.

Counsel assisting in drafting or reviewing the PPM must conduct thorough due diligence to identify material information about the issuer and its business and the relevant risks inherent in the issuer’s business plan and industry.

Listen as our authoritative panel of securities attorneys walks you through the attorney’s role in drafting and reviewing the PPM for the private sale and solicitation of securities. The panel will examine the applicable SEC disclosure rules and review potential pitfalls and red flags. The panel will also discuss disclosures under applicable state laws.



  1. Overview of regulatory framework: Reg D, Rule 506, Rule 502
  2. Essential elements of a PPM
  3. Determining materiality for disclosure
  4. Assessing relevant risk factors
  5. 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?


Shechter, Jonathan
Jonathan R. Shechter

Foley Shechter

Mr. Shechter focuses his practice on corporate and securities law, structuring and closing corporate finance and...  |  Read More

Cenkus, Brett
Brett A. Cenkus

Cenkus Law

Mr. Cenkus focuses his practice on business law, and serves as a consultant to startups. He has extensive experience in...  |  Read More

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