Investing in private placement offerings is an exciting opportunity, but it comes with complexities that require careful navigation. At the heart of this process lies the Private Placement Memorandum (PPM)—a critical document designed to inform and protect investors while ensuring regulatory compliance for issuers. Whether you’re a seasoned investor or... read more →
Jan
30
Jun
03
The Critical Role of SEC Experienced Lawyers in Corporate Governance and Compliance One notable example of corporate governance failure is the Enron scandal. Enron, a major energy company, engaged in unethical practices and fraudulent accounting. They concealed billions in liabilities through special-purpose entities, creating a false sense of profitability while... read more →
Feb
14
Crowdfunding is a powerful tool for most startups and businesses. Crowdfunding can provide access to capital without relying solely on traditional funding sources like friends and family, banks, or venture capitalists. This can be especially beneficial for individuals or startups with limited access to traditional funding avenues. Retaining a crowdfunding... read more →
Feb
06
When talking about business financing, we see that private placement has emerged as a compelling avenue for companies seeking to fuel their growth. With its rising popularity, understanding the private placement process becomes crucial for businesses aiming to secure funds efficiently. Centarus' team of experienced private placement lawyers are here... read more →
Feb
01
Are you considering a private placement memorandum (PPM) capital raise? The decision to seek legal assistance is a pivotal one, and an experienced private placement attorney can prove to be a valuable ally during this complex process. Our goal in this guide is to shed some light on the role... read more →
May
10
Optimize Your Capital Raising with Expert PPM Strategies As a corporate strategies consultant with a firm that focuses exclusively on authoring business plans, private placement memorandum (Regulation D rules 504, 505 and 506), facilitating initial and/or direct public offerings via our database of investors and taking companies public on the... read more →
May
05
Regarding the sale of private placements, it is very important for clients to recognize that the investment landscape has changed over the past few years. I’m, specifically, referring to the heightened interest on the part of the US Attorneys’ and the SEC’s offices concerning improperly drafted or flawed sponsor offerings.... read more →
Mar
01
An institutional quality investor package includes (1) a PPM drafted by an experienced securities law firm with experienced PPM lawyers, like ours; (2) an institutional quality business plan; and (3) an institutional quality 6-8 page pitch book. A very small percentage of seed stage companies will be able to raise money... read more →
Feb
01
This article explains in detail how to determine when promissory notes are securities and when they are not. Why do you care, you may ask? Well, the answer is simple: When a promissory note is not a security, you are not required to register it as a security when you... read more →
Jan
01
Any stock purchased in a private offering is transformed into restricted stock and therefore, becomes a restricted security. Restricted securities must be sold in compliance with Rule 144, The Section 4(1.5) Exemption, or must be properly registered for resale. Most often restricted stock can be identified via a legend on... read more →
Dec
01
Any individual selling stock for another must comply with the broker laws imposed by the SEC. This is true whether the individual is a family member, friend, director or employee. If the individual selling the stock regularly sells such stock, he must be properly registered as a broker with the... read more →
Nov
01
Navigating Private Placements: Soliciting Investors Under Regulation D Here is a brief discussion of how to locate and solicit investors for a private placement. This article covers offerings for angels or VCs under Regulation D, Rule 504 or 506. Prohibitions Against General Solicitations and Advertising for PPMs An issuer may... read more →
Oct
01
Exploring the Benefits of Private Placements in Uncertain Markets Tough economic forecasts or down markets create an uncertain environment for companies looking to raise capital through an IPO (Initial Public Offering) or secondary public offering. Many companies that register IPOs have "pulled the plug" until they are confident they can... read more →
Sep
01
Private Placements: A Viable Alternative for Raising Capital Markets in a downturn often halt new secondary offerings and IPOs, leaving companies waiting and hoping for a quick return to the upside. While these methods are one way of raising working capital, there are many other options, such as private placements,... read more →
May
01
You Don’t Have to Beg Institutions and Broker Dealers to Sell Your Private Placement Offerings. If you believe the public would buy shares in your company, you can take control of your destiny and “take your company public." A direct public offering is an initial public offering (IPO) where the... read more →