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 premium CLE webinar with Q&A
This CLE course 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.
- Regulatory Framework and the Value/Need for a PPM
- Key Elements of a PPM
- The Active Role of Securities Counsel (Litigation and Due Diligence)
- Determining Materiality for Disclosure
- Assessing and Disclosing Risk Factors
The panel will review these and other critical issues:
- What information must be provided in a required PPM, and 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, and how should counsel write those risks to best protect the client?
- How have the Reg D amendments impacted the financial statement and other disclosures required for delivery to non-accredited investors?
- Who gets sued in securities cases and why (i.e., how to avoid being among the defendants)
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
Kevin L. Hicks
Since 1998, Mr. Hicks has counseled executives and directors at small- and mid-size companies, including companies... | Read More
Since 1998, Mr. Hicks has counseled executives and directors at small- and mid-size companies, including companies focused on cybersecurity, data protection and pharmaceutical services. Most recently at Hexis Cyber Solutions, Inc., a startup cybersecurity company, and before that at SafeNet, Inc., a mid-size information security company, he built the internal legal function and advised in all aspects of the business, including all executive departments, intellectual property protection and development, and boards of directors.Close