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PPM Archives - Regulation D and PPM Lawyers

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

After 16 years, we have seen all manner of bottlenecks plague the private placement drafting process, resulting higher legal fees or missed opportunities. As a result, we have a strong understanding of what the process efficiency drivers are.  The following discusses some brief pointers in order to enhance efficiency, with a focus on the private

While Regulation D possesses significant differences from crowdfunding, there is no reason that an issuer cannot leverage both approaches.  In addition, several crowdfunding platforms blend the regulation and general solicitation under rule 506(c).  The following provides a brief summary of some of the more popular crowdfunding platforms out there for business ventures.      

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

Regulation D and Filing Form D

Sunday, 07 September 2014 by

The following lays out the very basics about a core blue sky notice filing in connection with a private placement offering, the federal Form D (NOTE: As of 2014, there are significant proposed changes to the Form D, due to the Jobs Act, are detailed in this article). One of the biggest sources of confusion

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In any Regulation D or other private placement offering of securities, the contracts driving the process are key.  A key clause in any such contract is the so called “integration clause.”  These clauses elevate the contract in such a way as to negate and supersede any of the promises and representations of a party to

In nearly any private placement offering, while the PPM (private placement memorandum) is the core disclosure document, it is not in itself a contract, nor is it the final word on the process. Another critical contract, the subscription agreement, is what actually transfers your company’s securities to the investors (i.e., shares, units, etc.). However, the

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