Private Placement Memorandum (PPM)

Raising capital is an exciting milestone for any business, but it also comes with strict compliance requirements. Under Regulation D of the Securities Act, issuers must follow specific federal and state filing procedures to keep their offering legal and compliant. Missing these deadlines or requirements can lead to penalties or even loss of your exemption....

When preparing to sell a small or mid-size business, many owners focus on financial records and finding the right buyer. While those are critical components of any transaction, failure to address legal due diligence can threaten the integrity of the transaction. Legal due diligence is one of the most important steps a seller can take...

Under U.S. securities laws, offerings or sales of securities must be registered with the Securities and Exchange Commission (“SEC”) unless an exemption applies. Regulation A, often referred to as a “mini IPO,” is a registration exemption for certain public offerings, allowing eligible issuers to raise up to $75 million without the full SEC registration process....

On July 22, 2025, at 10 am Eastern Time, the Securities and Exchange Commission’s (“SEC”) Small Business Capital Formation Advisory Committee will hold an interactive conference regarding the proposed finder rule from five years ago. If adopted, the rule would create an exemption permitting certain capital raisers to receive transaction-based compensation for capital raising activities...

In private fund formation, fund managers face a critical decision: whether to structure their fund as a traditional blind pool fund or a deal-by-deal fund. Each structure offers distinct benefits and challenges, catering to different issuers, investors, and strategies. Understanding the key characteristics, advantages, and disadvantages is crucial for fund managers to select the vehicle...

So what exactly is a private placement memorandum (PPM) and why do I need one? What is a PPM? A private placement memorandum is an offering document, sometimes called a prospectus, offering circular, or PPM.  The majority of early startups and emerging growth companies commonly raise money through what are known as private placements.  It...