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When raising capital, why use a Private Placement Memorandum?

Editor's note: Matt Storms is writing a series of articles on raising capital from angel and venture capital investors. This installment focuses on the Private Placement Memorandums, or PPMs, and is co-written with Dan Ghoca.

We are frequently asked whether it is necessary to use a private placement memorandum (also referred to as a PPM or an offering......

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If a material misstatement is made, regardless of whether it is intentional, the investors may have a securities fraud claim against the issuer and possibly its officers and directors as well. In addition, the Securities and Exchange Commission can impose civil and criminal penalties, too. A well-prepared PPM helps to avoid a securities fraud claim. It ......

Full article >>> of what we might suggest in many contexts to include in the PPM, although the actual contents of the PPM may vary depending upon the particular offering or circumstances of the company.

Cautionary language: Includes several cautionary statements describing the risks of investing in unregistered securities generally and the offered securities in particular.

Summary of Offering T......

Full article >>> documents that may be material to an investor's investment decision as to whether to invest. The appendices may include copies of the actual investment agreements (instead of just summaries in the PPM itself), detailed financial statements or projections, the organizational documents of the issuer, material agreements or licenses, etc.

Investor-driven content

In summary,......

Full article >>> s on mergers and acquisitions and general corporate law.

The opinions expressed herein or statements made in the above column are solely those of the author, and do not necessarily reflect the views of the Wisconsin Technology Network, LLC.

WTN accepts no legal liability or responsibility for any claims made or opinions expressed herein.


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'"/> By Matt Storms 05/20/07

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