Our experienced team of private placement lawyers/ capital market attorneys, draft your private placement memoranda (PPM) only after gaining a full understanding of your requirements for funding. We never use templates as those should be avoided if you want to appear credible to investors.
Regulation D Private Placement Lawyer | PPM Drafting
- A minimum of TWO qualified and seasoned private placement lawyers draft and review your PPM for accuracy and all private placement requirements.
- Most of our private placement lawyers have graduated from leading universities and have garnered top tier experience and are of the same caliber you would find at large law firms.
- We are among a handful of law firms in the US that represent the clients of other law firms in defense actions with the Securities and Exchange Commission.
- Our objective is your protection from criminal prosecution. We have your success in mind as we work with you to design a legal structure that will protect you from future SEC and other regulatory agencies.
- Our expertise in drafting a Regulation D PPM covers the most diverse offering range possible, including crowdfunding, real estate, oil and gas, in addition to manufacturing and technology.
Regulation D Private Placement Memorandum Costs and Fees
- Our flat fee pricing is competitive and significantly lower than skilled PPM attorneys at midsize or large law firms. Midsize and large law firms are our competitors, not small three-person firms or solo law practices. Our clients mandate a track record that they would typically see at only mid-sized and larger law firms. We provide sophistication, credibility, and a reputation in all areas of capital markets law.
PPM Attorney | Private Placement Memoranda Drafting and Reg D Resources
- Generally, the legal document required to raise capital from institutional investors and individuals of high net worth is a Regulation D (Reg D) private placement memorandum or private placement offering (PPO). It can be a very trickly and complicated process to secure funding through a Regulation D private placement offering. There are no margins for error and it must be done right. An experienced Regulation D Private Placement Lawyer from our firm makes sure of that.
Regulation D Private Placement Memorandum Requirements
- Regulation D PPM’s call for a high level of experience and skill. If not drafted and executed properly, there is potential for civil as well as criminal prosecution. For this reason, TWO securities attorneys are assigned to draft your private placement offering. All our Regulation D PPM attorneys have been drafting private placement offerings for over a decade. Theirexperience is highly specialized. Most small law firms have less than half that experience with private placement requirements. Many of our securities attorneys have over twenty years of experience with private placement rules. Most large law firms, in fact, have associate level attorneys drafting their clients private placement documents. Historically, veteran lawyers often are reserved for only the large and “valued” clients.
Regulation D PPM investment
- Theoretical legal principles are not a sole consideration when our lawyers are drafting your private placement offering. Since we are PPM lawyers as well as securities litigators, our private placement offering documents are drafted anticipating arguments that regulators and plaintiff’s attorneys could potentially bring against our clients at some point in the future. Because of our close relationship to investment banking firms, we can provide you with market advice and complex deal structuring that other attorneys cannot.
Regulation D Private Placement Offering Documents
- Whether they are for a manufacturing offering, private real estate fund, software development, or Artificial Intelligence initiative, private placement regulations must be fully understood by Regulation D private placement Lawyers. This is the only way to protect yourself from potential calamity if you violate the myriad of securities laws when offering a PPM investment. Non-lawyer consulting firms and inexperienced PPM attorneys are ill equipped to understand all the private placement rules. While they may be very competent, many experienced Regulation D private placement lawyers at large law firms devote a minor percentage of their time to understanding private placement requirements. Upon examination of attorney bios at large security firms, you will typically see at least four areas of practiced law, in addition to securities (ie. Banking law, real estate, mergers, and acquisitions, etc.)
- At Centarus, we have devoted 95% of our law practice to Regulation D private placement offerings. Additionally, our understanding of all private placement regulations gives our clients access to the drafting of Regulation A offerings, public offerings and litigating other law firms securities matters for their clients. Our full understanding of private placement rules gives us a proven track record of over a decade of drafting legal documents that protect clients from regulatory investigations and litigation. Often, a private placement lawyer or private placement attorney may be referred to as a crowdfunding attorney or cryptocurrency attorney. Our attorneys are considered experts in these specialized areas and these distinctions simply describe the scope of practice.
Our team comprises present and past investment bankers, and our investment bankers are licensed through a FINRA registered broker dealer. They have extensive experience with private placement offerings. We work with our clients to evaluate the key factors that institutional investors will consider in making an initial investment determination:
Investment Banker Introduction to Investors:
After making certain that our client’s message properly communicates the value of their private placement offering (the “message”), it is our job to sift through our database of approximately 5,000 investors to find the ones that will be most receptive to our client’s offering. Unlike the multitude of unlicensed “funding intermediaries,” inexperienced broker dealers, and newly formed investment banks, our database isn’t comprised of purchased leads, it has, instead, been largely created through the establishment of relationships over our broker dealer’s thirty years in business–it was formed in 1980. Next, we submit our client’s Regulation D Private Placement or Regulation A Private Placement investment package only to investors that we believe would potentially be interested in that particular client offering and follow up with each prospective investor on a weekly or periodic basis. Early indications of “no interest” are expected, but the feedback we receive from investors is indispensable in assisting us with ways to modify the deal structure and message, as is necessary to sell the offering. Our offerings are made mostly introduced to other broker dealers, small investment bankers, and small institutional investors.
Institutional Quality Business Plans:
Approximately 60% of a client’s offering message is conveyed through a well drafted institutional quality executive summary and business plan. The remaining 40% is communicated verbally by our investment banking team. We will craft institutional quality business plans and executive summaries or we can greatly improve existing materials to better suit institutional expectations. However, we cannot overemphasize that a business plan is a necessary supporting document in an institutional PPM investment package.
The Overlooked Offering Executive Summary or Pitch Book:
Most companies seeking institutional funding experience repeated and frustrating rejection. Our experience has shown us that there are generally two reasons for this:
Too many companies try to fit round pegs into square holes:
That is, most companies seeking capital don’t know which of the thousands of institutional investors in the country might have investment criteria that match their business type. Each of these institutional investors typically maintains a very narrow set of criteria – a “box”. By way of analogy, it is a waste of time and energy to submit a retail product company to an institutional investor that only invests in technology. Our years of experience in the industry and our deep contacts provide us with access to the investment criteria of hundreds of institutional investment firms throughout the country. We know which firms may have an interest in your business. Our knowing private placement requirements lends confidence to these institutional investors.
Companies are just plain wrong to assume that any business plan and executive summary is sufficient to create a level of interest on the part of institutional investors:
Companies have too many deals and too little time to sift through sterile, commonplace, and uninspiring documents, such as a majority of executive summaries and business plans. Companies must have materials that truly sell their business, not just describe it. Additionally, the materials must clearly and visually describe why our client’s business proposition is different from the clutter of other deals in the market. We provide institutional quality selling packages (ie. executive summaries and business plans), which incorporate your company’s value proposition, inputs from management, and high level selling approaches, to create a tool that is designed to inspire investor interest in your business. Moreover, our consulting team members have successfully used this proven approach to raise over $200M in capital over the last three years. So if you ask why you might need or want it, the answer is simple–because it works!
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.