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


Conducted on Thursday, June 29, 2017
Recorded event now available


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.

Description

In private investments, the issuer should give investors a disclosure document containing material facts about the offering, the issuer and the risks associated with the investment. Such documents are 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 review the applicable SEC disclosure rules and review potential pitfalls and red flags. The panel will also discuss disclosures under applicable state laws.

Outline

  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

Benefits

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?

Faculty

Yelena M. Barychev, Partner
Blank Rome, Philadelphia

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.

Brett A. Cenkus
Cenkus Law, Austin, Texas

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.

Karolyn Ann Knaack, MBA, JD, Member
Karolyn A. Knaack, Austin, Texas

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.


Recordings

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Sutin, Thayer & Browne

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Banking & Finance Law Advisory Board

Irving C. Apar

Partner

Thompson Hine

Mark N. Berman

Adjunct Professor

Northeastern University

Willa Cohen Bruckner

Partner

Alston & Bird

Lawrence Kaplan

Of Counsel

Paul Hastings

Kevin Petrasic

Partner

White & Case

Laura D. Richman

Counsel

Mayer Brown

Robert M. Stern

Partner

Orrick Herrington & Sutcliffe

Andrew Stutzman

Partner

Stradley Ronon Stevens & Young

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