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private placement memorandum Archives - Regulation D and PPM Lawyers

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

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

Previously, we discussed limiting fiduciary duty in connection with Delaware corporations and/or LLC’s. However, as is commonly the case, many clients opt for New York corporations for their private placement offering (especially where there are New York centric projects at play, such as a real estate development). As a result, the very same concern as

An investor is often forced to avoid selling purchased shares/units within a certain time frame per the offering documents, such as a stock purchase agreement or subscription agreement (such restriction is also often mirrored in the private placement memorandum).  The key rationale and concern is to guard against ruining a public offering by the issuer

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.      

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

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

For any venture raising capital based on a technology, methodology, software solution, etc., it should have a strong intellectual property (“IP”) strategy prior to engaging in a regulation D offering.  This often means more than simply protecting a core IP, it means having multiple points of protection. Hypothetical Fundraising Scenario: Let’s take a hypothetical start-up

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