After 15+ years of practice as The PPM Attorney, I still get asked the same question all the time: “Do I really need a PPM?”. Before you collect one dollar from any potential investor, best practices require you to give full disclosure to those investors, outlining all the risks of the investment.
I had a client once who had raised over $5,000,000 dollars without a PPM and who later, after the fact, sought my help as a state securities regulator was seeking very serious criminal charges against him. After the client had suffered much pain and expense, we were able to get the regulator to settle the case and not bring criminal charges. But still the client faced severe civil penalties as a result for not having a PPM outlining full disclosures.
“PPM” is shorthand for “Private Placement Memorandum.” This comprehensive document – if prepared correctly – will outline all the associated risks and material facts related to your venture.
Under U.S. federal and states security laws, whenever you are raising capital you are either doing a “public offering” or a “private placement”. If you are doing a private placement this means you are not doing any type of public solicitation but instead are making a private offering or placing those securities with investors that you have a pre-existing relationship with. You do this in order to qualify for certain private offering exemptions. Some such exemptions are “self-executing”, meaning no filings are required with regulators. Often times, however, certain forms need to be filed (for example, the SEC’s Form D) to qualify for Reg D exemptions.
A PPM helps you satisfy anti-fraud provisions under federal and state law.
As The PPM Attorney, it is my job to help draft a PPM that you can give to your investors. You do this because you want to disclose to your investors all the risk and possible conflicts of interest associated with your project. Depending on the type of security or project you are offering, you might need a different type of PPM.
Why I Am Different?
What makes me different from most attorneys is that I’m an entrepreneur myself – and a SEC / corporate attorney. Having been in the position of raising capital for my own business ventures, I know exactly what it takes for you to stay clear of state and federal regulators.
Custom Crafted PPM
Stay clear of cut and paste, boilerplate attorneys. Each private placement memorandum that I draft is custom and tailored to your business ventures specific needs.
A “cut-and-paste” attorney or “form factory” from the Internet cannot provide you the same scrutiny and level of service that I can. You need a custom tailored PPM that includes all the needed documentation that will help you capitalize your efforts not impede them. As always, you get what you pay for.
I can offer flat-rate fees at the fraction of the cost of what large law firms do. In fact, my flat-rate fee is ALL-INCLUSIVE. This means I will provide you with all the detailed documentation, disclosure, protection and guidance you need to structure your deal right.
Again, I have been there. As other entrepreneurs, I have experienced situations where I am in need of an additional document to close the deal. Most would be hit by their attorney with additional fees on top of fees already paid. This is not the case with me. “Flat rate, all-inclusive” means just that.
As an added benefit, I can structure your offering to enable you to be fully reimbursed out of the proceeds for any legal fees you expend in setting up your venture and related entities.