Our private placement memoranda (PPM’s) are expertly drafted by a team of capital markets attorneys/ private placement lawyers based on your specific funding requirements – We do not use templates, and they should never be used!
Regulation D Private Placement Lawyer | PPM Drafting
- Our Regulation D private placement offerings are drafted and reviewed by no less than TWO highly skilled and veteran private placement attorneys for accuracy.
- Our private placement lawyers are large law firm caliber lawyers, and most are graduates of top universities with top tier experience.
- We are one of the few law firms in the country that represents other law firms clients in Securities and Exchange Commission defense actions.
- Our goal is to protect you from future SEC, regulatory, legal and criminal prosecution and to design a legal structure that will help you succeed.
- Our Regulation D PPM drafting expertise covers the widest range of offerings possible, including but not limited to real estate, cryptocurrency, and crowdfunding.
Regulation D Private Placement Memorandum Costs and Fees
- Our competitive flat fee pricing is significantly lower than similarly skilled private placement / PPM attorneys at midsize lawyers at midsize or large law firms. Our competitors are midsize to large law firms, and not solo practice and small three person law firms. Our clients demand the credibility, reputation, sophistication, and track record that only mid-sized firms, large law firms, and firms like ours can provide.
PPM Attorney | Private Placement Memoranda Drafting and Reg D Resources
- A Regulation D (Reg D) private placement memorandum or private placement offering (PPO) is a legal document that is generally required to raise capital from high net worth individuals and institutional investors. Securing funding through a Regulation D private placement offering can be a very complicated and tricky process if it is not done right. A skilled Regulation D Private Placement Lawyer can help you.
Regulation D Private Placement Memorandum Requirements
- Because of the potential for civil and criminal prosecution if not executed properly, Regulation D PPM’s require a high level of skill and experience—this is the reason that we assign TWO PPM lawyers to draft all of our client’s offering documents. In addition, all of our Regulation D PPM attorneys have over a decade of specialized experience drafting private placement offerings, and many have over twenty years experience. This is nearly double the experience of most small law firms. In fact, most large law firms assign associate level attorneys, with less than six years of experience, to draft most clients offering documents. Large law firm veteran lawyers typically only serve large and “valued” clients.
Regulation D PPM investment
- Our documents are not drafted solely based on theoretical legal principles. Instead, since we are PPM lawyers but also securities litigators, we draft our private placement offering documents so that they anticipate potential arguments that plaintiff’s attorneys and regulators could make against our clients in the future. Our backgrounds and our close ties to investment banking firms allow us to provide you with deal structuring and market advice that other lawyers can’t.
Regulation D Private Placement Offering Documents
- Private placement offering documents, whether they are for a real estate offering, cryptocurrency offering, or crowdfunding offerings, must be carefully crafted by Regulation D private placement lawyers to protect you from running afoul of the securities laws. Inexperienced PPM attorneys and non-lawyer consulting firms are simply unequipped to draft these types of documents. In fact, many experienced large law firm Regulation D private placement lawyers, while very competent, only devote a small percentage of their practice to drafting private placement offerings. In fact, if you closely examine large law firm securities lawyer’s bio’s, you will notice that most of them describe that they are experts in no less than four areas of law in addition to securities law (ie. mergers and acquisitions, real estate, banking law, etc).
- At our firm, 95% of our law practice is devoted to drafting Regulation D private placements, Regulation A offerings, public offerings, and to litigating securities matters for other law firm’s clients. In addition, as PPM lawyers, we have a near decade long proven track record of drafting legal documents that protect clients from litigation and regulatory investigation. Finally, a private placement attorney or private placement lawyer may also be referred to as a crowdfunding attorney or cryptocurrency attorney, but such distinctions are only necessary to describe the lawyers’ scope of practice, and our attorneys are considered experts in both of these specialized areas.
Why Choose Us?
We are one of a few full-service securities law firms that can offer our clients the benefits described below:
- We are experienced capital markets and private placement lawyers, and we provide large law firm skill and experience at extremely competitive boutique law firm pricing.
- We are among the most competitively priced law firms in the nation, given our level of skill and experience.
- Our legal team each have an average of 15 years of capital markets law/ securities law experience, and our objective in serving clients is not to simply draft private placement memoranda. Instead, our objective is to draft offerings that will protect our clients against potential future civil and criminal allegations in the event that investors aren’t satisfied with the outcome of their investment.
Call us today for a free consultation.
Our Skill and Experience
We are a boutique law firm that possesses the same level of skill and experience as a mid-size or a large law firm. Each of our attorneys has more than a decade of legal experience, and most are graduates of top schools in the U.S. Our team is comprised of a former Morgan Stanley in-house attorney, a former Securities and Exchange Commission staff reviewer, a former litigator with the Illinois Attorney General’s Office, and other attorneys who were trained by and worked at large and prestigious law firms.
Two Veteran Lawyers on Every Project
Why? Because we believe that this level of redundancy is necessary to draft securities offering documents in order to properly protect clients from the risk of future potential civil and criminal prosecution.
We Can Protect You Better
Since we are also securities litigators, we represent investors in securities fraud actions. These are litigation actions where investors have invested in offerings and have become dissatisfied with the results of the offering.
Experience with Distribution
Most law firms are far removed from securities distribution due to a lack of hands-on capital markets experience. Our attorneys aren’t just former law firm attorneys; many of our attorneys have worked directly for issuers that have issued hundreds of millions of dollars per year in securities. In addition, we are affiliated with a Finra registered broker dealer and investment bank, and our law firm and banking firm are involved in hundreds of millions of dollars of client capital raises each year. This provides our lawyers with extensive real world securities distribution experience and allows us to furnish our clients with necessary direction that other less experienced attorneys cannot.
We offer flat fee pricing that is extremely competitive considering our skill and experience.
Louis Amatucci, Esq.
Mr. Amatucci serves as the Managing Partner of Centarus Legal Services, PC, Centarus Business Consultants, Ltd, and CBC Due Diligence Services. He is a corporate, securities, and regulatory defense attorney who has more than a decade of legal experience and more than fifteen years of prior management and executive level business experience at a number of large national and multinational corporations.
His legal practice at Centarus Legal Service focuses on corporate law, securities law, and regulatory defense. In addition, he oversees the operations of Centarus Business Consultants, Ltd and CBC Due Diligence. Centarus Business Consultants is a consulting firm that is devoted to assisting small public and private companies with strategy and consulting, and CBC Due Diligence provides due diligence services for broker dealers and registered investment advisers.
Prior to heading Centarus, Mr. Amatucci was managing partner and general counsel at a respected Midwestern real estate operating company and securities issuer. During that time, he was responsibility for overseeing all of the corporate, securities, and compliance matters relative to the company. Mr. Amatucci and Centarus have, also, represented clients in front of the Securities and Exchange Commission, the Illinois State Securities Department, and the Commodities and Futures Trading Commission, subsequent to clients’ failing to comply with securities laws or receiving misdirection from prior counsel. Mr. Amatucci and Centarus have litigated cases in Illinois state court ranging from breach of contract to investor fraud matters.
His passion is helping businesses of all sizes with their growth and development, and he is a true “business lawyer” since he is among a small percentage of attorneys that possesses high level and diverse business experience. Specifically, he has over a decade of prior business experience in each of the following industries: technology, banking, and real estate.
In the technology industry, he held engineering, senior engineering and executive level management positions at numerous large and respected national and international companies, to include, Unisys, NGK/ NTK, Motorola, and Varta Gmbh. In the banking and financial services industry, he was an executive level manager at a major national bank. In addition, he served as managing partner of a boutique securities broker dealer, where he had responsibility for all operations of the office, including management of registered representatives, profit and loss responsibility, and oversight of day to day activities.
Finally, he has spent over a decade in the real estate industry where he sold investment real estate, was a licensed real estate instructor, and he was a licensed managing real estate broker. His cumulative real estate industry experience includes over a decade of investment sales and commercial real estate deal structuring experience.
Mr. Amatucci holds a Bachelor of Science degree in Mechanical Engineering, and three advanced degrees, including a Master of Science, a Master of Arts, and a Juris Doctor. He is a graduate of Dartmouth College, New York University-Polytechnic Institute, and University of Illinois Law School where he was an honored recipient of the Ronald Rosenberg academic scholarship, and where he graduated with Dean’s List honors. He has, also, been an active member of the Illinois and New York Bar associations, and he is a former graduate level college professor of corporate and employment law.
Steve Forbes, Esq.
Senior Securities Counsel
Steve Forbes is of counsel with Centarus Legal Services and has been a practicing attorney for over 20 years. In addition, he is a Certified Public Accountant. His practice concentration is corporate and securities law, and he has represented many public and private companies acting as acquirors or sellers in mergers, stock and asset acquisitions and divestitures, takeovers (negotiated and contested), venture capital transactions, restructurings, joint ventures and other strategic alliances. Mr. Forbes also has been involved in numerous initial public offerings, debt and equity underwritings and private placements, representing companies issuing securities and investment banking firms acting as underwriters or placement agents. He holds a BAA and an MBA from University of Wisconsin, and a JD from University of Wisconsin School of Law.
Jay Powell, Esq.
Senior Securities Counsel
Jay Powell is of counsel with Centarus Legal Services and has been a practicing attorney for nearly a decade, during which time he has concentrated entirely on the practice of corporate and securities law. In addition, Jason received his legal training at a well-respected midsize law firm, and, then, served as general counsel and executive team member at two real estate companies. As general counsel, he was responsible for the execution and oversight of all corporate and real estate legal matters and regulatory compliance matters. Jason’s first general counsel role was with a custom home construction company, and his most recent general counsel role was with a real estate investment and lending company that acquired properties nationally.
During his career, Jason has represented a multitude of real estate investors, real estate investment companies, real estate funds and developers, including developers of low income housing tax credit apartment complexes across the United States, and financing institutions lending to commercial real estate investment companies. In the last three years, in his role as counsel, he has facilitated the closing of over $100MM of low income housing tax credit apartment transactions. In addition, Jason has extensive experience in conducting real estate due diligence, including title review from both the real estate developer and lender perspective, as well as representing both landlords and tenants during the leasing process.
Jason earned his law degree from University of Montana School of Law. In addition, he holds a Bachelor’s degree in Finance and Economics and a Master’s Degree in Sports Management from Montana State University. Jason is currently licensed to practice law in Montana, Idaho and Washington with a pending application for admission on motion to the Oregon State Bar Association.
Jeffrey C. Foy, Esq.
Senior Securities & Corporate Counsel
Jeffery C. Foy is of counsel with Centarus Legal Services and has been a practicing attorney for 30 years. His practice concentration at Centarus is corporate and securities law, and he has represented many startup and growth-stage companies in formation and organizational matters, private equity transactions, stock and asset purchases, joint ventures and strategic alliances. Mr. Foy has extensive knowledge of and practical experience with tax-driven investment vehicles and transferable tax credit programs. Additionally, his transactional practice core competencies include technology contracts, data privacy law, copyright, trademark, and media and publishing law. He holds a BS from the University of Texas at Austin College of Communications, and a JD from UT-Austin’s School of Law.
Gregory W. Stevens
Senior Litigation/ Criminal Counsel
Greg Stevens is of counsel with Centarus and has over thirty-four years experience handling civil litigation, criminal defense, and securities enforcement defense. Mr. Stevens was previously employed at prominent law firms in Washington, D.C. and with his own law office, and has extensive federal and state trial and appellate court experience. Greg received a Bachelors of Science Degree from Hillsdale College, with Majors in Economics, English, and Math, where he graduated Summa Cum Laude and as the Salutatorian. He earned a Masters of Arts Degree in English Language and Literature from the University of Michigan; and he earned his Juris Doctorate at the same time from University of Michigan School of Law.
Senior Litigation Counsel
Adam Kingsley is of counsel with Centarus Legal Services and has over twenty-five years experience as a civil litigation attorney. Adam began his career with the Chicago law firm Hopkins & Sutter and is a former Senior Counsel in the City of Chicago Department of Law, where he represented the City in commercial and constitutional litigation. He has trial and appellate experience in Cook, Lake and DuPage counties, and in the Northern District of Illinois and the Seventh Circuit Court of Appeals.
Adam lives in Chicago and is on the Board of the Heart of Lincoln Square Neighborhood Association. He is a graduate of Cornell University and Duke University School of Law.
Senior Litigation Counsel
Mr. Falli works with of counsel with Centarus Legal Services. He possesses ten years of litigation experience and focuses on securities and civil litigation for Centarus. Previously with the Office of the Illinois Attorney General and the DuPage County State’s Attorney, where he was a civil litigator, he brought and defended commercial litigation actions on behalf of the Illinois Securities Department, the Capital Development Board, and the Illinois Department of Transportation in both state and federal courts as well as before administrative hearings. Representative clients also include the Department of Commerce and Economic Opportunity, the Secretary of State, and the Department of Professional Regulation.
He externed with the Honorable Wayne Andersen of the United States District Court for the Northern District of Illinois and the Honorable Frank Orlando of the Illinois Circuit Court. Prior to graduating from law school, he interned with the United States Environmental Protection Agency. In law school, he was awarded the West Publishing Award, a CALI Award, and the Herman Memorial Dean’s Scholarship. During his summer abroad, he studied Comparative Trial Advocacy at King’s Inns in Dublin, Ireland.
Mr. Falli has provided pro bono representation to the Chicagoland Bicycle Federation and Fort Bend Lawyers Care. He is a graduate of Indiana University and John Marshall Law School. Mr. Falli is admitted to practice law in Texas.
Senior Tax Counsel
David M. Robinson is of counsel with Centarus Legal Services and is a tax attorney and CPA with over thirty years of experience practicing law and working as in-house counsel for several large diversified financial service companies. In his practice, David has worked in various areas of federal tax law including federal income, estate and gift tax law with high net worth individuals as well as small to medium sized businesses. Mr. Robinson also has significant experience in federal securities laws as well as broker/dealer regulation. As In-house counsel, David has worked in numerous positions with responsibility for insurance regulation, product development as well as broker/dealer compliance with FINRA regulations. He also has significant legal and tax experience with pensions, 401(k) plans as well as non-qualified deferred executive compensation plans. David has also authored numerous tax opinions and memorandums of law regarding complex tax and legal issues in order to give clients needed guidance. His in depth tax analysis in the tax opinions have assisted clients in addressing complex business transactions. David understands the challenges that many businesses face in navigating the legal issues facing them, and he uses a collaborative approach with client input to reach out and find creative solutions to legal issues. Mr. Robinson holds a Bachelor of Business Administration from the University of Notre Dame, a Juris Doctor from the University of Mississippi School of Law, an LL.M. in taxation from New York University School of Law and an MBA from St. Mary’s University. David is licensed to practice law in the States of Mississippi, Texas, Oklahoma and Florida.
Alesia Selby Flemming
Senior Securities Counsel
Ms. Flemming is of counsel with Centarus Legal Services, and she focuses primarily on securities law, securities litigation, corporate law, and transactional work. She operated a solo practice for over a decade, where she represented high technology service providers, software companies, consulting firms in sales, human resources and banking, e-commerce companies, publishers and traditional retailers. Additionally, she was vice president and general counsel of OrderTrust, Inc. and an associate at Davis, Polk & Wardwell in New York City and at Goodwin, Proctor in Boston. Ms. Flemming clerked for Chief Judge Judith S. Kaye at the New York Court of Appeals. She earned her a law degree from New York University School of Law, where she was the managing editor of the Law Review, a semi-finalist in the Orison S. Marden Moot Court Competition, and a fellow in the Non-media Libel Law Program. Prior to entering the law, Ms. Flemming earned her B.A. degree from Georgia State University and was an editor for a weekly newspaper in Atlanta. She is also a writer concentrating on professional articles and fiction. Ms. Flemming is admitted to practice law in New York and Massachusetts.
Senior Securities Counsel
Mr. Mallinger’s is of counsel with Centarus Legal Services, and his practice focuses on focuses securities law, corporate law, and transactional work. He possesses over 30 years of financial services industry legal and business experience, which includes, among other positions, serving as Counsel to Morgan Stanley, Associate Counsel at the Chicago Stock Exchange, Senior Attorney at Bank of America (formerly Continental Bank, N.A.) and Senior Attorney at both the Office of Thrift Supervision and the Comptroller of the Currency. He is a graduate of the University of Michigan Law School.
His transactional experience includes public and private offerings of securities, in both domestic and offshore markets; corporate and securities reporting, compliance and governance matters; broker-dealer and clearing agency regulation; mergers, acquisitions and divestitures of affiliates and non-affiliates; sales and purchases of assets; investments; corporate, real estate and other financing transactions; general regulatory compliance, including filings and reports; derivative transactions; a variety of contracts (e.g., cash management, non-disclosure, information technology, marketing, vendor, transfer agency); risk management activities; and banking and consumer finance regulation and transactions, among other activities. Mr. Mallinger is admitted to practice law in Illinois.
Alex W. Reichl
Senior Securities Counsel
Mr. Reichl works of counsel with Centarus Legal Services. He graduated from Westmont College in Business and Economics with departmental honors for highest achievement, Mr. Reichl attended and graduated from the Boalt Hall School of Law at the University of California at Berkeley with distinction. Mr. Reichl’s practice focuses on focuses primarily on securities law, corporate law, and transactional work. After working for a term with Judge Ronald M. Whyte of the Federal District Court in San Jose, Mr. Reichl founded his own law office and worked with various start-up companies as both counsel and founder.
In 1999, he joined the prominent venture fund, Redwood Ventures, as General Counsel, where he assumed responsibility for all legal matters for the third fund and its portfolio, including negotiating and closing the transactions to create the fund’s portfolio as well as the formation of the fourth fund. In addition to overseeing various acquisitions of Redwood portfolio companies, Mr. Reichl was founding corporate counsel for Comstellar Technologies, Inc., and, in such capacity, transitioned Redwood through their acquisition by Comstellar as well as negotiated and closed the transactions creating Comstellar’s initial portfolio of companies. In his stint with Redwood and Comstellar, Mr. Reichl was responsible for overseeing, facilitating, and creating over $500M in transactions. Mr. Reichl is admitted to practice law in California.