Structuring 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 key 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?
Yelena M. Barychev
Ms. Barychev concentrates her practice on securities laws and corporate governance matters. She advises management... | Read More
Ms. Barychev concentrates her practice on securities laws and corporate governance matters. She advises management on public and private offerings of debt and equity securities, preparation of disclosure documents filed by public companies with the SEC, corporate governance issues and mergers and acquisitions. She has authored numerous articles and is a frequent speaker on securities compliance and corporate governance issues.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
Karolyn Ann Knaack, MBA, JD
Karolyn A. Knaack
Ms. Knaack focuses her practice on business and corporate law matters. She is experienced handling general... | Read More
Ms. Knaack focuses her practice on business and corporate law matters. She is experienced handling general counsel-type duties for a diverse group of clients. She previously worked at a major multinational law firm handling sophisticated legal matters.Close