Attorney Prepared Private Placement Memorandum

Let a licensed attorney craft your private placement - for a fixed fee.

If you are looking to raise capital for your business, a private offering of securities might be one way for you to consider. Selling securities, whether it be to friends and family or angel investors, is an excellent means of raising capital if you are prepared and do it the navigate the maze of state and federal laws and regulations involved.  The following is intended to provide a basic understanding of raising capital via the private placement process. You should retain the services of a private placement attorney to advise you through the entire private placement process.

There are lots and lots of land-mines to avoid when raising money in a private offering – so make sure to consult a private placement attorney / securities law attorney before you raise capital for your business. 

Determine the Right Structure for Your Private Placement

Attorney Prepared Private Offering Documents - PPMs and More.

Stay in Compliance with Federal / State Securities Regulations

Practical Advice on How to Structure Your Private Placement

Planning every aspect of your private placement is critical!

What Structure Is Right for You?

  • Seed Round
  • Convertible Notes
  • Common Equity
  • Preferred Equity
  • A Hybrid

Coming up with the right structure for raising capital using a private placement can be a daunting task. Do you offer debt? A private placement of equity? Are you looking for seed capital? Do you need to raise growth capital? What do sophisticated investors looks for in a private placement? These are all things that need to be considered when determining how to structure your private offering, and things a private placement attorney can help you with.

Luckily, we can help you do that. PPMButton.com connects you with an experienced private placement attorney that can help you digest the many factors you need to consider when coming up with the right structure for your private placement.

Attorney Prepared Private Placement Documents

Let an Experienced  PPM Attorney Draft Your Private Placement Documents!

Raising capital for your business via a private placement requires more than just "selling stock."  A proper offering will include subscription documents, disclosure materials (typically in the form of a private placement memorandum or PPM), a note or other instrument for debt offerings, and revisions to organic corporate doucments creating and authorizing any equity security to be offered.

Don't try to do this on your own.  An experienced private placement attorney can prepare all of the documents for you and make sure your private placement is documented properly. And don't worry about hourly fees. PPMButton.com matches you up with attorneys that offer fixed fees to prepare your private placement documents.

Some Common Private Placement Documents

  • Private Placement Memorandum (PPM)
  • Term Sheet
  • Subscription Agreement
  • Corporate or LLC Resolutions
  • ByLaws or Operating Agreement
  • Stock or Unit Certificates
  • Form D

Stay in Compliance with Federal / State Securities Regulations

Get help navigating the maze of securities laws and regulations!

Raising capital via a private placement requires the navigation of maze of federal and state securities laws.  From the moment you start your private placement, those regulations are in play.  And they continue to stay in play once you close out your private placement with filing requirements with the federal and state securities regulators

The fixed fee private placement packages offered by attorneys through PPMButton.com include, for 60 days following the completion of your private placement documents, preparation of Form D filings and state securities filings.

Fixed Fee Pricing for Private Placement Legal Packages

Just because you hire an attorney doesn't mean you can't get an affordable fixed fee.

Term Sheet and Planning

  • Advice Regarding Optimal Offering Structure
  • Preparation of a Confidential Term Sheet to Gauge Potential Investor Interest
  • Advice Regarding Compliance with Federal and State Securities Law

 

 

$1500

Seed Funding

  • Advice regarding optimal offering structure.
  • Preparation of all appropriate documents.
  • Review and revision of existing organic documents.
  • Federal and State Securities Law Compliance.
$7,500

Series A / Growth Capital

  • Advice regarding optimal offering structure.
  • Preparation of all appropriate documents, including a Private Placement Memorandum.
  • Review and revision of existing organic documents.
  • Federal and State Securities Law Compliance.
$8,950

Fixed Fee Private Placement Attorney

The Law Office of Brian V. Powers provides private placement legal services for a fixed fee!

The Law Office of Brian V. Powers works with businesses in need of raising capital.  Often times businesses offer debt or equity securities for sale as a way to raise capital.  Doing so requires the navigation of complicated federal and state securities regulations - typically via a private placement.  

We provide private placement legal services on a flat fee basis at a fraction of what larger law firms typically charge.  We will consult with you regarding your specific offering, and help you come up with a structure that makes sense based on your industry, the amount of capital you are raising, and the investors you intend to target.  We also provide review of previously prepared private placement materials.

The Law Office of Brian Powers helps businesses with:

  • Private Placement Memorandums - PPM
  • Reg D Private Placements
  • Rule 504 Securities Offerings
  • Rule 505 Securities Offerings
  • Rule 506 Securities Offerings
  • Equity Private Placements
  • Debt Private Placements

Our Process for Private Placements Memorandums / Private Offerings

We will consult with you to understand all aspects of your business and your capital needs.

  • We will review all of the existing organic / organizational documents for your business to determine what changes are required for your private offering to proceed.  If you are a startup, we will prepare these documents for your prior to your private offering commencing.
  • We will educate you on the entire private placement process, and what your legal obligations will be before, during and after your private placement.
  • We will provide a memo requesting information regarding your business - all of which will be disclosed in your private placement memorandum or other disclosure document.
  • We will advise you on the optimal structure for your private placement.
  • We will prepare the documents for your private placement.  This typically will include a private placement memorandum (a PPM), a susbcription agreement (which included investor suitability questions), new or revised organic documents relecting the terms of your private placement.
  • We will advise you on an ongoing basis with regard to federal and state regulatory compliance, and prepare applicable filings.

Affordable PPM Attorney / Private Placement Attorney Services? Why Not!

I hear from entrepreneurs all the time who are trying to raise capital - either for a business start-up or to expand an existing and established business.  Many usually dread picking up the phone to speak with an attorney about preparing a PPM - due to the notion that such an endeavor will cost them upwards of $20,000 - $40,000!  Sure, there are some transactions that could merit legal fees in that range and possibly above - especially when you consider that most law firms will prepare a PPM on an hourly basis (which is always an expensive and intimidating proposition for the business owner/client).  

I don't do it that way.  Entrepreneurs raising capital need to focus on successfully raising capital while also running a business (after all, the business doesn't just shut down while the founders and officers are out raising capital) - the last thing they need on their mind is the uncertainty of mounting PPM related legal fees that may actually lure them into avoiding legal counsel during portions of the capital raising process.   It is crucial that businesses raising private capital work with legal counsel throughout the entire private placement process to make sure they remain in compliance with federal and state securities laws.  

If you are looking for a securities attorney to help you with a PPM and advise you through the private placement, capital raising process, here are a few ways you can help make you fees more affordable / predictable:

 

  1. Have a good thorough business plan prepared - in writing.  This saves an attorney lots of time trying to learn about your business - which is crucial to the preparation of a good private placement memorandum.  A good portion of the business plan might also be used in the body of the PPM.
  2. Do some upfront research on securities laws so you know what questions to ask.  Your attorney most likely (and should) give you a thorough run down of the legal restrictions involved in raising private capital using a private placement / PPM, but doing a little reading up front will let the attorney know you are serious about your capital raising project and that you have some sophistication in the matter.
  3. Ask for a fixed fee.  If your attorney is like me, you won't need to since I almost always provide a fixed fee to prepare a PPM and provide certain other private placement legal services. 

Private Placements – A Brief Overview of Raising Capital with a PPM

If you are looking to raise capital for your business, a private offering of securities might be one way for you to consider. Selling securities, whether it be to friends and family or angel investors, is an excellent means of raising capital if you are prepared and do it the navigate the maze of state and federal laws and regulations involved.  The following is intended to provide a basic understanding of raising capital via the private placement process. You should retain the services of a private placement attorney to advise you through the entire private placement process.

The SEC created Regulation D, which creates certain rules for private offerings. By following these rules, an issuer (i.e. a company selling stock, LLC units, partnership interest, notes, or other forms of a security to raise capital) generally may raise capital without a public offering.

Generally, a private offering may have no more than 35 investors. On the federal level, though, certain high-net-worth investors defined as “accredited investors” may be excluded when calculating the number of investors. There must also be NO general solicitation of investors by the issuer – no advertising. Just this weekend I came across someone soliciting the “private” sale of securities on Twitter – definitely not a good idea if you are trying to comply with the registration exemptions under Regulation D.

The federal securities laws for both public and private offerings are based on the premise that investors in securities are best protected by the disclosure of all relevant information regarding the securities and the issuer. The underlying guideline in this respect is Rule 10b-5, which requires the issuer to disclose to investors anything material that a reasonable investor would want to know prior to making a decision to invest. This is why PPMs are stocked to the brim full of material facts, disclaimers, and lots and lots of risk factors. Failure to properly include these and other items may subject the issuer to serious liability, including being forced to buy back the securities from the investor, as well as damages. If you want to avoid liability, overdisclose, do not hide anything, and do not mislead (among other things of course).

Keep in mind that there are also state “blue sky” laws to comply with – and they will need to be complied with in every state that a security is offered and/or sold.

Contact Attorney Brian V. Powers Today!

The attorney behind PPMButton.com

Contact Brian V. Powers








Brian Powers represents business clients in a variety of corporate transactional matters, with an emphasis on entreprenurial legal services, startup law, private offerings of securities, mergers and acquisitions, and internet law / software licensing. Indiana business attorney Brian Powers also advises established business clients on a broad range of matters, including complex business and commercial transactions, real estate, regulatory compliance, business advisory services. strategic planning, business restructurings, and general corporate counseling. His clients have included companies in the technology, software, real estate, healthcare, manufacturing, construction, advertising & marketing, hospitality, retail sector, auto auction and private equity sectors.

Before becoming an attorney, Brian Powers was an entrepreneur, founding and operating two different internet start-up companies, engaging in all aspects of the start-up process including entity formation, business planning, and raising capital via private placement from angel investors. Prior to his entrepreneurial years, he worked as an environmental engineer for a large Indianapolis based engineering consulting firm. These experiences prior to practicing law allow Brian Powers to better understand the business and legal needs of his clients, allowing him to advise clients in a meaningful, easy to understand manner.

This website is provided for informational purposes only and does not contain legal advice. Your use of any part of this website does not create or constitute an attorney-client privilege.  No attorney-client relationship is created by contacting Brian V Powers using the above contact form.  

 

You may also contact Brian V. Powers:

  • via email at inquiries@bvplegal.com
  • via phone at 317-426-0529
  • via mail at 14163 Charity Chase Circle, Carmel IN 46074