private placement memorandum

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Private Placement Memorandum

A document explaining a new offering of securities for private placement. Private placement involves selling securities without registering with the SEC. A private placement memorandum must then explain exactly why the offering complies with SEC Regulation D exempting certain companies from registration; this is done to protect both the issuer and the investors. According to Regulation D, a PPM must contain a complete description of the security and the terms of the sales. It must also include applicable information about the issuer's financial situation and applicable risk factors. Because securities for general issue must be registered under Regulation D, a PPM is not allowed to contain a general offer for investment.

private placement memorandum

The documentation that provides information on a new security issue. It is similar to but less extensive than a prospectus.
References in periodicals archive ?
Moreover, the district court was allowed to consider this in determining whether a reasonable shareholder would consider valuation figures in the private placement memorandum to be a significant factor in making an investment decision.
The court also said there was a factual question as to whether the Myers received the private placement memorandums before or after the investments were placed.
Entrepreneurs on CapLinked will be able to access MicroVentures' templates to reference as they prepare their own investment documents for capital raises, and companies in need of help preparing their private placement memorandum and other services related to a capital raise will be able to connect with MicroVentures.

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