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 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 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)?
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
Mr. Fallon carries nearly fifteen years of practical legal and regulatory experience advising companies, investors, and... | Read More
Mr. Fallon carries nearly fifteen years of practical legal and regulatory experience advising companies, investors, and market participants regarding their compliance obligations under federal securities laws. His experience spans nine years at the U.S. Securities and Exchange Commission’s (SEC) Division of Corporate Finance and Office of the General Counsel. Among other things, Mr. Fallon served as a special Advisor to the SEC’s General Counsel and later as Senior Special Counsel to Director of the Division of Corporation Finance. Prior to the SEC, he practiced at Latham & Watkins. Mr. Fallon is an expert on the federal securities laws, particularly issues around small company capital formation and various exemptions from registration under the Securities Act of 1933. He helped lead key internal SEC investigations in the wake of the 2008 financial crisis and was key to many of the SEC’s regulatory policy decisions made following adoption of the JOBS Act. Mr. Fallon was the principal drafter of the Regulation A proposing and adopting release (aka Reg A+), as well as the SEC’s proposing release on Intrastate and Regional Crowdfunding exemptions.Close
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
Mr. Ross focuses his practice on securities law, venture capital and private equity, and corporate governance. He has extensive experience advising as to SEC-registered and exempt capital markets transactions. Before founding Ross Law Group in 2013, he worked at Sidley Austin and Alston & Bird, as well as the Department of the Treasury, where he was part of the Troubled Asset Relief Program. Mr. Ross is the host of the American Bar Association podcast VC Law, and has served as an adjunct professor at Brooklyn Law School for the past five years.Close