Thank you for your insight! I plan to hire a securities attourney for this but wanted to do as much research and prep before I do hire one for a feature film.
I'm a summer associate at a firm and was just handed a PPM to update it to conform with the 2017 tax changes. This video was suuuuuper helpful in understanding what I'm looking at. Thank you so much.
Wow sir. You should be a professor. Crystal clear explanation. In the $100K example - let’s say that was a real estate situation and the $100K was foe a double payment. Should that person just set up an LLC with shared equity and roll forward?
Brett, great summary! I am somewhat famliar PPM in commercial Realestate deals I have been involved with. Currently I am exploring forming a group to purchase agricultural land and operate these farms. Have you seen the PPM used for this purpose?
Hi, John. I don't recall seeing any PPMs for businesses that are buying and operating farms. I'm sure they're out there. There is no reason that a PPM wouldn't apply in that industry / for that use case if it was otherwise the right tool for the job (i.e., if the business that was raising the capital needed a PPM).
Hi Brett, what do you think of equity crowdfunding as a capital source for startups? I was trying to find the best video to get your thoughts on this. I landed here! I would love to hear your thoughts.
I have a certificate of incorporation filled out by my contact that I did respond but I don't no what to do now with it for ALPHABET INC and it was a revised order I've asked everyone and anyone to just explain or help me because I'm had a injury and also was gone for twenty years before returned to me with a BOI from my husband
I am an accredited investor. After I invested with a PPM offering company (after I became a member of their fund), I asked them if they could disclose their accounting detail, tax filling, and sales person's compensation/commission etc. In response, they said, they do not mind to give me those data but since in their PPM they have not mentioned that those information will be given out, now if they do give those out then that will be violation of SEC regulation. I thought, providing less information than what is said in the PPM will be non-compliance, not if more info. is provided. Please advise if their reasoning is correct.
Hi, Rebecca. I don't think we'd be helpful looking over your PPM. Unless you're an attorney, it won't look anything like what we'd produce. That may be fine for your deal, IDK. I always dislike telling people they must get a lawyer, although, with securities law, it is tricky to DIY things. It is highly unlikely I'd be able to do what I suspect you'd like done, which is to say your work is great or just needs a little this or a little that. That means we'd basically tell you that it needs quite a bit of work, and our work on PPMs is in-depth and isn't cheap (figure $10K - $20K, something like that). Most PPMs that you'd find out in the world, if they're good documents that were actually used in a transaction that was well-lawyered, have a lot of tax-related sections that entrepreneurs raising small amounts of money (I'm making all sorts of assumptions about what you're doing and I apologize if I miss the boat!), don't need. For example, most our startup clients don't need two pages about the tax implications to an investor that is an employee benefit plan -- employee benefit plans don't invest in small seed rounds (at least I've never seen it!). I say that to encourage you to carefully think about what might not belong in your PPM to begin with. If you can confidently remove things that are absolutely unnecessary, you can simplify and streamline your PPM and focus on what really matters, which is describing your deal carefully, writing well considered and candid risk factors, and disclosing other concerns about the deal. PPMs are partly a sales document, although they are also a risk mitigation tool. Also, be certain you know which exemptions you are using to raise money. Again, these are tricky waters to navigate. We are, of course, happy to help, just not in a DIY-type context.
