Flat Fee Private Placement Memorandum / PPM Attorney
The Law Office of Brian V. Powers works with businesses in need of raising capital. Often times businesses offer debt or equity securities for sale as a way to raise capital. Doing so requires the navigation of complicated federal and state securities regulations - typically via a private placement. The Law Office of Brian Powers helps businesses with:
- Private Placement Memorandums - PPM
- Reg D Private Placements
- Rule 504 Securities Offerings
- Rule 505 Securities Offerings
- Rule 506 Securities Offerings
- Equity Private Placements
- Debt Private Placements
We provide private placement legal services on a flat fee basis at a fraction of what larger law firms typically charge. We will consult with you regarding your specific offering, and help you come up with a structure that makes sense based on your industry, the amount of capital you are raising, and the investors you intend to target. We also provide review of previously prepared private placement materials.
Our Process for Private Placements Memorandums / Private Offerings
- We will consult with you to understand all aspects of your business and your capital needs.
- We will review all of the existing organic / organizational documents for your business to determine what changes are required for your private offering to proceed. If you are a startup, we will prepare these documents for your prior to your private offering commencing.
- We will educate you on the entire private placement process, and what your legal obligations will be before, during and after your private placement.
- We will provide a memo requesting information regarding your business - all of which will be disclosed in your private placement memorandum.
- We will advise you on the optimal structure for your private placement.
- We will prepare the documents for your private placement. This typically will include a private placement memorandum (a PPM), a susbcription agreement (which included investor suitability questions), new or revised organic documents relecting the terms of your private placement.
- We will advise you on an ongoing basis with regard to federal and state regulatory compliance, and prepare applicable filings.
An Overview of Raising Capital via a Private Placement
If you are looking to raise capital for your business, a private placement of securities might be one avenue for you to consider. Selling securities, whether it be to friends and family, or to angel investors, is an excellent way to raise capital if you are prepared and do it the right way. But beware, as the sale of securities (i.e. stock, notes, LLC interests...etc) is a highly regulated area on both the state and federal level. The following is intended to provide a basic understanding of raising money through a private placement. You should retain the services of a private placement attorney to advise you through the entire private placement process.
The SEC created Regulation D, which sets forth certain rules for private offerings. By following these rules, an issuer (i.e. a company selling stock or other form of security to raise capital) generally may raise up to $5,000,000 without a public offering.
Generally, a private offering may have no more than 35 investors. On the federal level, though, certain high-net-worth investors defined as "accredited investors" may be excluded when calculating the number of investors. There must also be NO general solicitation for investors by the issuer - no advertising, no seminars. Just this weekend I came across someone soliciting the "private" sale of securities on Twitter - definitely not a good idea if you are trying to comply with the registration exemptions under Regulation D.
The federal securities laws for both public and private offerings are based on the premise that investors in securities are best protected by the disclosure of all relevant information regarding the securities and the issuer. The underlying guideline in this respect is Rule 10b-5, which requires the issuer to disclose to investors anything material that a reasonable investor would want to know prior to making a decision to invest. This is why PPMs are stocked to the brim full of material facts, disclaimers, and lots and lots of risk factors. Failure to properly include these and other items may subject the issuer to serious liability, including being forced to buy back the securities from the investor, as well as damages. If you want to avoid liability, overdisclose, do not hide anything, and do not mislead (among other things of course).
Keep in mind that there are also state "blue sky" laws to comply with - and they will need to be complied with in every state that a security is offered and/or sold.
Make sure to consult a private placement attorney / securities law attorney before you raise capital for your business.
Helpful Private Placement Links:
- Debt PPMs
- Comparing Rule 504, Rule 505 and Rule 506
- The Basics of Raising Capital with a PPM
- What is an accredited investor?