What Is A PPM

Posted on by Darin Mangum

PPM is short for Private Placement Memorandum. Under the Federal States Security Laws 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 an existing relationship with. You do this to receive Private Placement Exemptions.

So as the Private Placement Memorandum Attorney it is my job to draft you up 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 project you are offering, you might need a different type of PPM.

If you are an entrepreneur looking to raise capital and would like to be completely compliant with securities law. Contact me today for a free consultation and I will help you acquire the funding you need to get your project off the ground correctly.

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Do I Need A Private Placement Memorandum

Posted on by Darin Mangum

As the Private Placement Memorandum Attorney I of course get asked the question all the time…”Do I really need a PPM?”. Best practices require you to give full disclosure to your investors, outlining all the risks of the investment.

I had a client who had raised over a million dollar without a private placement memorandum and was now seeking my help as the SEC was seeking very serious criminal charges against him. After the client had suffer much pain and expense, we were able to get the SEC to settle the case and not bring forth criminal charges. But still the client faces sever civil penalties as a result for not having a PPM outlining full disclosures.

I have immense experience in crafting a custom private placement memorandum and supporting documentation for just about every type of capital raise. Contact me today for a free no pressure consultation. As always, I am willing and able to help you get your venture started off on the correct path.

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What Is A Security And Am I Offering A Security?

Posted on by Darin Mangum

As the Private Placement Memorandum Attorney I often get asked the question what is a security and am I offering a security? So to help clarify what is a security, let’s look at a couple of things.

(1) IMPORTANT GROUND RULES:

suffice it to say that anytime you’re taking money from an investor in connection with your business venture, you’re likely selling a security.

(2) CONTROLLING LAW:

The law governing this area for most U.S. companies begins at the federal level. In general, all “securities” must be registered unless an applicable “exemption from registration” can be claimed. There are various statutory and rule-based exemptions that can apply to most common start-up or venture-based transactions depending upon how the securities are offered and to whom.

However, this needs to be carefully addressed as failure to strictly meet exemption requirements carries severe civil and possibly even criminal penalties. Not only do federal (SEC) rules and regulations need to be observed, but each state or jurisdiction In which a transaction occurs needs to be considered when you are either offering or selling a security. A transaction that may be exempt in one state may not be exempt in another. And state regulators are often much more aggressive in seeking sanctions than the SEC. Often overlapping exemptions are required in order to stay in the clear.

(3) OPTIONS FOR CONDUCTING SECURITIES OFFERINGS LEGALLY

As the Private Placement Memorandum Attorney I specialize in this area. My goal is to retain business by helping clients operate lawfully with out fear of being sued for lack of disclosure of risk to investors. I do this by either registering the securities offering or by preparing an offering in accordance with an exemption from registration – often utilizing a “private placement memorandum” (commonly referred to as a “PPM”).

To explore which path works for you, please contact me today. For more information about me : PPM Attorney
Private Placement Memorandum Attorney

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SEC Rule 144 – Reselling Your Restricted Stock?

Posted on by Darin Mangum

SEC RULE 144

SEC Rule 144 – Reselling Your Restricted Stock?

When strictly followed, this “safe harbor” rule allows holders of “restricted” securities to resell.

HOW LONG MUST I HOLD RESTRICTED STOCK?

It depends. If the issuing company is a reporting issuer then there is a six-month holding period to satisfy before resale. Otherwise the restrictive stock must be held for a 12-month holding period.

ARE THERE OTHER CONSIDERATIONS TO BE AWARE OF?

Yes. You need to make sure that the purchaser of the stock has materially accurate information about the company. If the company is a reporting issuer, this is relatively simple since you can require the purchaser to warrant that they have reviewed the public filings for the company. If the company is private, then a little more work is involved.

You also need to determine whether you are an “affiliate” of the issuer or company whose stock you hold. The general test for affiliate is that of control. Officers, directors, and shareholders which hold more than 10% of the voting shares of the issuing company are presumptuously deemed “affiliates” and have heightened requirements under SEC Rule 144. These groups of individuals or companies typically have access to confidential and non-public information about the company and/or have such large interest that their sales can severely impact the price the stock. Thus, the SEC Rule 144 requirements for resale include limitations on how much or quickly their positions can be sold into the market and reporting requirements so that the investing public is aware of their sales. On the other hand, “non-affiliates” are persons who have limited or no control over the company’s operations or access to non-public information.

If you are an affiliate, then a SEC Form 144 must be filed in a timely manner, there are limitations as to how many shares you can sell all at once, and the transaction must be routed through a broker.
Private Placement Memorandum Attorney

 

 

If you would like more information on the SEC Rule 144 you can easily reach me through my contact page on my website: www.PrivatePlacementMemorandumAttorney.com. To learn more about me go here: About Me –  the PPM Attorney

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HUGE Benefits From The Regulation D Rule Change

Posted on by Darin Mangum

Reg DThe biggest question now days in regards to the Reg D 506 rule change is has it happen yet?

My phone has been ringing off the hook lately with clients wanting to know if they can now start cold-calling over the telephone for investors, put up a new website to advertise their stock offering, or put up a billboard along the freeway to promote their latest tech venture to attract investors.

All of these inquiries have been prompted by the recent JOBS Act signed into law by President Obama earlier this year. The JOBS Act (short for the Jumpstart Our Business Startups Act) – at least the part that has my phone and e-mail lighting up – directed the SEC to ease its long-standing prohibition on solicitation of investors involving private offerings conducted in reliance upon the safe harbor federally-covered exemption known as Rule 506 of Regulation D.

It directed the SEC to allow for public solicitation of securities offerings conducted under Reg D Rule 506 – potentially a big deal for entrepreneurs trying to find seed capital – so long as the offering is limited to accredited investors only (as many seed rounds typically are anyway). The new law gave the SEC what you think would be a “reasonable” time to adopt the new rule change: 90 days. Never mind the fact that the SEC has never adopted a new regulation or rule so quickly, but this is the Internet Age, right?

Well, to jump directly to the point: The JOBS Act has now been the law of the land since April 5, 2012, but the SEC has yet to adopt a change to Regulation D Rule 502(c) allowing for public solicitation of accredited investors. To its credit, the SEC did recently publish PROPOSED rules (see Release No. 33-9354) but these have yet to be adopted. As a result, the law still hasn’t changed. IT IS STILL UNLAWFUL TO COLD-CALL ACCREDITED INVESTORS or any other investors for that matter.

However, when the day comes and the law change takes effect, there will be a lot of happy entrepreneurs eager to try on the new soliciting rules in order to tell the world about their opportunity.

Keep checking my site, because I keep a constant ongoing watch for the Reg D rule change. If you have any comments on this subject let me know below. If I can help you with any of your private offering needs; contact me today!

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What Is In A PPM

Posted on by Darin Mangum

A Private Placement Memorandum or PPM for short; lays out all the material facts and circumstances that are connected with your company or your investment project. A key factor of a PPM is disclosing the risk factors associated with your particular investment project.

For example, a real estate investment program is going to have very different risk factors than a hedge fund, high tech start up or an oil and gas investment opportunity. Each of these are very different and this is why you should not depend upon a broiler plate cut and past attorney. If you get sued under the securities laws, the SEC will look at the specific risk factors associated with your business and if they were disclosed correctly in your PPM.

As the Private Placement Memorandum Attorney I custom craft your PPM to include:

  • Risk Factors
  • Full Disclosure – as to what you are going to do with the invested money
  • Compensation – how much and how everyone is going to get paid
  • Conflicts of Interest
  • Exhibits – maps, plans, material contracts, etc…

So the PPM should state all the material facts that any investor would want to know or should know before investing into your project or company.

As an entrepreneur myself and an SEC attorney; I have custom crafted private placement memorandums for a vast number of different types of investment opportunities.

Contact me today for a Free Consultation to discuss how I can help you in obtaining the funding you need for you venture with a PPM that is custom tailored for your specific needs.

 

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What Sets Me Apart + My Flat Rate Fee Structure

Posted on by Darin Mangum

I am the Private Placement Memorandum Attorney; I am a solo practitioner. So you are just dealing with me not several attorneys or Jr associates, you deal with me one on one in which cuts down on mis-communication problems. My clients are always happy that there are not any surprises in the billing. You will never be charged random fee’s for phone conversations, document review, etc. I negotiate a flat rate, all inclusive fee for the PPM that both parties feel good about from the beginning. The flat rate fee does not change regardless if the project takes a lot longer than expected; it stays the same.

Contact me today for a free consultation. I am willing and able to help you get your venture moving forward right from the start.

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Why Do I Need a Private Placement Memorandum?

Posted on by Darin Mangum

As the Private Placement Memorandum Attorney, I often get the question, “Why do I need a private placement memorandum?  Can’t I get away with a simple term sheet?  Especially if I try to raise capital from only accredited investors?”. To answer that question I usually respond: Read more ›

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