| name | private-placement-memo |
| title | Private Placement Memorandum (PPM) |
| description | Drafts a legally compliant Private Placement Memorandum for Regulation D offerings (Rule 506(b)/506(c)), covering full disclosure framework including risk factors, capitalization, securities terms, use of proceeds, and investor qualification requirements. Enforces SEC anti-fraud compliance under Section 10(b)/Rule 10b-5, blue sky law considerations, and accredited investor verification under Rule 501. Use this skill when drafting PPMs, offering memorandums, Reg D disclosure documents, or private offering circulars for issuers raising capital from sophisticated investors. Also trigger when the user mentions private placement disclosure, offering memorandum, Reg D fundraising, or accredited investor verification. Even if the user just says "PPM" or "draft our offering memo," use this skill. |
| author | CaseMark |
| author_url | https://github.com/CaseMark/skills/tree/main/skills/legal/private-placement-memo |
| license | Apache-2.0 |
| version | 0.1.0 |
| execution_mode | open |
| jurisdiction | us |
| practice | capital-markets |
| language | en |
| tags | ["corporate","drafting","memo","regulatory","transactional"] |
Private Placement Memorandum (PPM)
Why This Skill Exists
A PPM simultaneously serves as disclosure document, liability shield, marketing tool, and compliance record. Deficient disclosure creates rescission rights under Section 12 of the Securities Act and exposes issuers to Rule 10b-5 liability. The challenge is balancing full and fair disclosure of risks with a compelling presentation of the opportunity — every statement must satisfy anti-fraud standards while providing the information a reasonable investor would consider material.
This skill produces a PPM that protects the issuer while meeting Regulation D requirements for the selected exemption.
Checkpoint A: Pre-Draft Intake (Mandatory)
Ask every time unless the user says "use defaults" or "just draft." Gather:
- Offering terms — security type, total amount, price/valuation, min/max amounts, minimum investment, Rule 506(b) vs. 506(c) election
- Corporate documents — articles of incorporation, cap table, stockholder agreements, option/warrant schedules, prior financing docs
- Financial statements — balance sheet, income statement, cash flow; note audited/reviewed/compiled status
- Management bios — names, titles, education, professional history for officers, directors, and key advisors
- Business materials — pitch deck, business plan, material contracts, IP portfolio, customer/supplier agreements
- Transaction documents — subscription agreement, investor questionnaire, escrow arrangements
If the user doesn't respond, apply and clearly label these defaults: Rule 506(b) offering; no general solicitation; equity security; single closing; accredited investors only.
Step 1: Draft Cover Page and Executive Summary
Cover page must include three mandatory legends:
- Confidentiality — proprietary info, no reproduction/distribution, return/destroy obligation
- Securities law — not registered under Securities Act of 1933 or state laws; no SEC/state review or approval; criminal offense to represent otherwise
- Transfer restrictions — significant resale limitations; no public market expected; acquire for investment only; prepare to hold indefinitely
Executive summary includes: offering terms table, company overview, 3–5 principal risk factors, and intended use of proceeds summary.
Step 2: Draft Risk Factors
Organize by category. Each risk gets a titled subsection with description, materiality explanation, and potential consequences.
