Regulation D

Private Placement Offerings

Institutional-quality private placement memoranda, subscription agreements and operating agreements for capital raises of every size.

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Why you need an experienced PPM attorney

A private placement memorandum is the core disclosure document for raising capital from accredited investors. A private placement can be complicated and risky if it is not done correctly.

Our securities attorneys have drafted more than 1,000 private placement offerings since 2008. We understand the legal requirements and the business of capital raising.

We don’t hand you documents and wish you luck. We build investor-ready materials alongside the offering, and we can introduce you to capital sources through our affiliates.

Types of private placements

01

Rule 506(b)

Raise an unlimited amount from unlimited accredited investors and up to 35 non-accredited, sophisticated investors. No general solicitation or advertising.

02

Rule 506(c)

Raise an unlimited amount with general solicitation and advertising permitted. Every purchaser must be a verified accredited investor.

03

Rule 504

Raise up to $10 million in a 12-month period, subject to state registration or exemption requirements.

What we provide

Private placement memorandum

Complete PPM with required disclosures, risk factors and offering terms.

Subscription agreement

Investor subscription documents with accredited investor questionnaires.

Operating or partnership agreement

LLC operating agreements or LP agreements, as the structure requires.

Blue sky compliance

State securities notice filings and compliance across all 50 states.

Related insight

Guides September 22, 2026 · 3 min read

Both let you raise an unlimited amount. The difference is who you can sell to, how you can find them, and what you have to prove.

Ready to launch your private placement?

Schedule a consultation with our securities attorneys to discuss your offering.

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