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Private Placement Offering Memorandum Basics

On January 25, 2017, Riveles Wahab partner Kaiser Wahab gave a presentation on considerations in structuring and raising funds for single purpose vehicles (“SPVs”), sometimes also called single purpose entities (“SPEs”).  The SPV is an entity that is structured to take in investor monies towards funding a singular dedicated project or opportunity. They may be used

General Focus and Objective of Venture? In order to properly inform investors and provide disclosures where necessary, either through a Private Placement Memorandum, or other disclosure materials, a robust understanding of the venture’s overall purpose and goals is useful. Can you please describe in a paragraph or so what the ventures go to market strategy

This summer, the Wall Street Journal reported that the Securities and Exchange Commission (“SEC”) was engaging in a preliminary investigation that Tesla failed to timely disclose to investors material information. The WSJ’s report raises interesting questions about what constitutes material information when it comes to companies developing new technologies. What Information is “Material”? Securities laws and

Convincing investors to put their faith (and their money!) in your company requires strategy, planning, and a battery of documents, spreadsheets, and slides aimed to intrigue and cause the reader’s pupils to morph into dollar signs. One of the many considerations founders should keep in mind is to avoid overwhelming potential investors with comprehensive business

On Wednesday March 25th, 2015, the Securities & Exchange Commission (SEC) unanimously adopted amendments to Regulation A. Due to its low dollar threshold and failure to preempt state blue sky laws, Regulation A has heretofore been a little utilized exemption from registration for certain smaller offerings by private companies. The amendments, mandated by Title IV

When shaping the terms of a private placement offering or “testing the waters” with investors, rather than going the full blown route of putting offering docs together, often a basic term sheet is used.   A term sheet is a bullet-point summary that lays out material terms and conditions of the offering, the securities sold, management,

What is an Investor Side Letter?

Saturday, 11 October 2014 by

Often, when conducting a private offering raise, there comes a time when a key group of investors demand terms that are more favorable to them, relative to the other investors. Common sense dictates that there should be some mechanism to accommodate those investors, provided their demands don’t unfairly prejudice the other investors. But how to

With 506(c) and a variety of other major securities overhauls, the U.S. Securities and Exchange Commission (SEC) has loosened many of the most restrictive regulations addressing Regulation D private placement offerings. Now more than ever, private securities from private issuers will be making their way to the portfolios of individual and institutional investors alike. And

Early stage companies raising money have several core options to raise capital (e.g., crowdfunding). However, when raising money from funders who expect a return on investment (i.e., they are buying a security) those funders are essentially “investors” and the issuer company likely has triggered the securities laws. None of this should be cause for alarm

Most recognize that one of the major value propositions of a private placement memorandum is the risk disclosures that apprise the potential investor (hopefully in the best case such investor is accredited) of the potential headwinds, pitfalls, weaknesses, and general risks that apply not only to the issuer and the opportunity, but to the investment

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