Private Placement Offerings

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 attorneys 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. As experienced capital markets attorneys, we bring sophistication, credibility, and a stellar reputation to every facet of capital markets law.

PPM Attorney | Private Placement Memoranda Drafting

  • 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 tricky 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 Attorney 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. Their experience 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 Reg D private placement attorneys 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.

Why Us

Why are we among the best law firms in the US today at drafting public and private securities offerings and at defending other lawyer’s clients in front of the Securities and Exchange Commission (the SEC).

  • We are a boutique securities law practice, and we concentrate only in securities law drafting, SEC defense representation, and securities law related litigation. Our singular focus has allowed us to become nationally recognized as “go to” lawyers for other securities and corporate lawyers.
  • We are one of the few, if not the only, law firms the US today that offers a drafting team of two veteran securities lawyers on every project, who have an average of 20 years of experience. We don’t use our clients to train associates at Centarus, in contrast with most large and midsized law firms.
  • We are the ONLY boutique securities law firm that maintains a staff of large law and midsized law firm pedigreed lawyers, who are graduates of such “Tier 1” schools as University of Michigan, University of Wisconsin, Duke Law, New York University, Dartmouth, UC Berkeley.
  • We draft offerings with an “eye toward” designing around the hundreds of mistakes of other law firms and their clients. We are intimately familiar with the mistakes of other law firms because we are one among a very small percent of securities law firms that are SEC regulatory defense attorneys. In addition, we are plaintiff side investment fraud attorneys. In summary, this means that we represent clients who have been referred to us by other securities lawyers after they have violated the securities laws, and we represent investors seeking a return of capital from issuer companies, claiming investor fraud.
  • As regulatory defense attorneys and litigators, we can truly recognize the black, white and gray areas of the law, and we are uniquely qualified to protect our clients from SEC enforcement, criminal charges and jail time, or from being subject to millions of dollars in judgments following a failed offering.
  • Our law firm also owns a due diligence firm, which is the equivalent of Consumer Reports for law firms and issuer companies. We are hired by broker dealers to draft 50+ page due diligence reports, at a cost of approximately $25,000, which evaluate the quality of an issuer’s legal documents and their financials, so that they can broker dealers can properly evaluate issuers before agreeing to sell their offerings. This means that we are a recognized authority on defining quality legal work.
  • We are the only law firm in the US today that has an affiliated FINRA registered broker dealer, and all of its relationships, to help with distribution. Most law firms can only refer issuers to a broker dealer.
  • Our law firm pricing is mostly flat fee basis, with a contingent component, because we are sensitive to the fact that most clients dislike the “sticker shock” associated with typical law firm hourly billing. Also, our service pricing is far better than large law firms and comparable with most midsized law firms; however, our skill and experience in our area of concentration is considered by lawyers to be among the best in the industry.

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