About the Course
Introduction
This CLE course will discuss the attorney's role in drafting and reviewing the private placement memorandum (PPM) for the private sale and solicitation of securities to ensure compliance with SEC disclosure rules for securities offerings and applicable state laws.
Description
In private securities offerings, issuers of securities often give investors written disclosures containing material facts about the offering, the issuer, and the risks associated with the investment. The disclosures are usually delivered via a PPM.
Sometimes PPM (i.e., fulsome written) disclosures are required under the applicable securities registration exemption. Other times, they are a "should do" item. And there are times when they are "nice to have." It is critical to understand which category your client's offering is in when advising the client about its securities offering.
PPM disclosures are often similar to those required in registration statements for public securities offerings. Registration statements for companies in the issuer's industry can be a helpful reference. When a PPM is used, it should (and under certain circumstances must) contain certain essential information. At times, counsel will need to help the client make challenging decisions about whether information is material and must be disclosed.
Counsel assisting in drafting or reviewing the PPM must conduct thorough due diligence to identify material information about the issuer and its business and the relevant risks inherent in the issuer's business plan and industry.
Listen as our authoritative panel of securities attorneys walks you through the attorney's role in drafting and reviewing the PPM for the private sale and solicitation of securities. The group will examine the applicable SEC disclosure rules and consider potential pitfalls and red flags. The panel will also discuss disclosures under applicable state laws.
Presented By
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 has more than 20 years of experience advising clients across the US, Asia, and Africa. He 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). In addition to his fund practice, he counsels emerging growth companies on public and private capital formation and secondary transactions. Mr. Ross's private offerings experience spans Regulation D, Regulation A, and Regulation Crowdfunding offerings, 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 host of the American Bar Association podcast VC Law, and recently authored a book on venture capital law.
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This 90-minute webinar is eligible in most states for 1.5 CLE credits.
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Date + Time
- event
Tuesday, March 24, 2026
- schedule
1:00 p.m. ET./10:00 a.m. PT
I. Regulatory framework and the value/need for a PPM
II. Key elements of a PPM
III. Determining materiality for disclosure
IV. Assessing and disclosing risk factors
V. The active role of securities counsel (litigation and due diligence)
The panel will review these and other critical issues:
- What information must be provided in a required PPM, and what should be provided in a PPM to limit potential exposure from claims by the SEC, state regulators, or private investors?
- What are best practices for counsel in assessing the risks inherent in the issuer's business plan and industry, and how should counsel write those risks to best protect the client?
- How have the Reg D amendments impacted the financial statements and other disclosures required for delivery to non-accredited investors?
- Who gets sued in securities cases and why (i.e., how to avoid being among the defendants)?
