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 video webinar with Q&A

This program is included with the Strafford CLE Pass. Click for more information.
This program is included with the Strafford All-Access Pass. Click for more information.

Conducted on Tuesday, August 15, 2023

Recorded event now available

or call 1-800-926-7926
Course Materials

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.


In private securities offerings, issuers of securities often give investors written disclosures containing material facts about the offering, the issuer, and the risks associated with the investment. The disclosures are usually delivered via a PPM.

Sometimes PPM (i.e., fulsome written) disclosures are required under the applicable securities registration exemption. Other times, they are a "should do" item. And there are times when they are "nice to have." It is critical to understand which category your client’s offering is in when advising the client about its securities offering.

PPM disclosures are often similar to those required in registration statements for public securities offerings. Registration statements for companies in the issuer's industry can be a helpful reference. When a PPM is required, it must meet the disclosure requirements of Rule 502(b)(2) of Reg D and contain certain essential information. At times, counsel will need to help the client make challenging decisions about whether information is material and must be disclosed.

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 group will examine the applicable SEC disclosure rules and consider potential pitfalls and red flags. The panel will also discuss disclosures under applicable state laws.



  1. Regulatory framework and the value/need for a PPM
  2. Key elements of a PPM
  3. The active role of securities counsel (litigation and due diligence)
  4. Determining materiality for disclosure
  5. 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 should be provided in a PPM to limit potential exposure from claims by the SEC, state regulators, or private investors?
  • What are best practices for counsel in assessing the risks inherent in the issuer's business plan and industry, and how should counsel write those risks to best protect the client?
  • How have the Reg D amendments impacted the financial statements 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)?


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

Fallon, Zachary
Zachary Fallon


Mr. Fallon carries nearly fifteen years of practical legal and regulatory experience advising companies, investors, and...  |  Read More

Ross, Gary
Gary J. Ross

Founder and Managing Attorney
Ross Law Group

Mr. Ross focuses his practice on securities law, venture capital and private equity, and corporate governance. He has...  |  Read More

Access Anytime, Anywhere

Strafford will process CLE credit for one person on each recording. All formats include course handouts.

To find out which recorded format will provide the best CLE option, select your state:

CLE On-Demand Video