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Guides, regulatory updates and capital-raising strategy from the Centarus team.
Outlines Regulation D offering routes, Form D filing considerations, solicitation restrictions, and compliance obligations.
Free guide · Private placement memorandums
The Complete Guide to Private Placement Memorandums
Everything you need to know about Private Placement Memorandums, explained by a securities lawyer.
- Choosing between Rule 506(b), 506(c), and other exemptions
- Structuring the security and writing risk disclosures that actually protect you
- Marketing your raise without jeopardizing your exemption
- What investors expect to see, and how accredited investor verification works
- What drives legal costs and timelines, and the obligations that continue after closing
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Guides, regulatory updates and capital-raising strategy, organized by subject.
Current SEC Rules, Private Offering Requirements, and the Future of Investor Eligibility
The Complete Guide to Choosing the Right Capital-Raising Exemption
Examines whether retaining a securities attorney improves the prospects of a capital raise. Covers exemption selection, offering economics, risk disclosures, diligence, and compliance, while explaining why counsel cannot guarantee fundraising success.
Offers a practical framework for comparing securities-law firm proposals beyond price. Reviews experience, initial analysis, document scope, customization, filing responsibilities, timelines, staffing, and possible additional charges.
Describes what makes a PPM useful to sophisticated investors: understandable terms, business-specific risks, credible financial assumptions, transparent conflicts and compensation, and consistency with related documents. Emphasizes clarity over document length.
Explains potential legal and administrative steps after a PPM is delivered, including subscription procedures, securities notices, amendments, and ongoing compliance considerations. Encourages issuers to clarify which post-delivery services are included in the engagement.
Describes how a securities law firm can support lawful investor outreach through offering preparation, exemption analysis, coordinated documentation, and readiness for diligence. Separates counsel’s role from that of a registered broker-dealer or placement agent.
Explains how a tailored, professionally prepared PPM can improve an issuer’s credibility with sophisticated investors through transparent risks, clear terms, reliable information, and consistent documentation. Notes that a PPM does not itself establish investment quality.
Discusses the value of counsel’s working relationships with broker-dealers, accountants, and other capital-raising professionals. Focuses on coordination, issuer readiness, and appropriate referrals while addressing independence and potential conflicts.
Explains what registered broker-dealers do in private capital raises, including investor outreach, due diligence, transaction support, and compensation arrangements. Distinguishes broker-dealer responsibilities from those of securities counsel and the issuer.
Evaluates the advantages and limitations of using AI to draft a private placement memorandum. Covers drafting assistance, legal inaccuracies, customization, securities exemptions, confidentiality, and the continuing need for qualified legal review.
Identifies common reasons issuers pay for a PPM twice, such as generic templates, poor initial planning, unsuitable exemptions, inconsistent documents, incomplete disclosures, or narrow engagement scopes. Offers ways to assess counsel before committing.
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