Structuring a Private Placement Memorandum for the Private Offering and Sale of Securities

Mr. Cenkus focuses his practice on business law and serves as a consultant to startups. He has extensive experience in startup formations and founder issues, business finance, mergers and acquisitions, and joint ventures. Mr. Cenkus previously practiced with Skadden Arps and Andrews Kurth and also served as general counsel for a publicly traded company. He has written on public benefits corporations, and authored the article, Corporate Law Gets Progressive – All About Benefit Corporations.

Mr. Fallon, a former Senior Special Counsel at the SEC, represents clients navigating the intersection of federal securities laws and innovative financial technologies. He draws on extensive practical legal and regulatory experience to guide companies, investors, intermediaries, and other market participants on securities law compliance obligations and strategic considerations; cryptocurrency-related matters; financings, including smaller public offerings (e.g., Regulation A) and private venture capital and angel rounds; securities law defense in SEC and state agency investigations; emerging company issues; and general corporate matters. While at the SEC, Mr. Fallon served as Special Advisor to the SEC’s General Counsel, Attorney Advisor in the Office of the General Counsel’s General Litigation and Administrative Practice’s group, Senior Counsel in the Office of Small Business Policy in the Division of Corporation Finance, and later Senior Special Counsel to the Director of the Division of Corporation Finance. A recognized leader of the securities law bar, Mr. Fallon routinely works with and advises market participants on the implications of ongoing legislative and regulatory efforts in the financial technology sector. As part of these efforts, he frequently helps formulate policy and engages with policymakers on legislative and regulatory efforts, as well as presents as a thought leader on issues related securities laws and digital assets.

Mr. Ross provides practical securities law guidance to fund managers and emerging growth companies on capital raising, governance, and compliance. He has more than 20 years of experience advising clients across the U.S., Asia, and Africa. Mr. Ross regularly represents private equity and venture capital fund sponsors on all aspects of the fund lifecycle, from initial structuring to final distribution, with clients ranging from top-tier alternative asset managers to solo general partners of micro-funds and special purpose vehicles (SPVs). His practice includes advising on compliance with the Investment Company Act of 1940 and the Investment Advisers Act of 1940, and he also frequently represents fund investors. In addition to his fund practice, Mr. Ross counsels emerging growth companies on public and private capital formation and secondary transactions. His public company work includes offerings and transactions involving SPACs and de-SPACs. On the private side, his experience spans offerings under Regulation D, Regulation A, and Regulation Crowdfunding, as well as resales under Rule 144, Section 4(a)(1½), and Section 4(a)(7). Recognized for his extensive knowledge of exempt transactions, he has testified in court as an expert on securities law matters. Mr. Ross is the creator and host of the ABA podcast series VC Law and is active in the Business Law Section of the ABA. He has participated in drafting several of the ABA’s comment letters to the SEC regarding various proposed rules or requests for comments. Mr. Ross is on the ABA Business Law Section’s Content Board and is the current ABA Editorial Board Producer for Securities Law.