According to the firm’s founding attorney, Nick Oberheiden, PhD, “Under federal securities laws and regulations, strict rules apply when offering investment opportunities to both accredited and non-accredited investors.” He continues, “While these securities offerings may be exempt from registration with the U.S. Securities and Exchange Commission (SEC), companies that conduct private placements must strictly comply with all pertinent legal requirements, and using a PPM is one way for companies to both establish and document compliance.”
While many large law firms have teams of private placement attorneys, the legal expenses companies can incur when working with these large firms will often far exceed what they can reasonably afford. As a boutique securities law firm, Oberheiden P.C. provides a cost-effective alternative. However, Dr. Oberheiden emphasizes that the firm’s PPM lawyers are no less capable. “Several of our lawyers have prior experience enforcing the federal securities regulations at the U.S. Department of Justice (DOJ). As a result, we are intimately familiar with the legal compliance requirements for conducting private placements, and we are equally familiar with the risks involved in improperly making private offerings to prospective investors.”
Dr. Oberheiden says that the firm’s private placement lawyers are available to work with clients ranging from startup companies to established enterprises, and from real estate funds to private equity funds. “All types of enterprises can benefit from raising funds from qualified investors through private placements,” he says. “We have a proven track record of helping our clients conduct private placements that comply with federal securities acts and SEC regulations, and our PPM attorneys work closely with our clients while drafting legal documents that are custom-tailored to their specific needs.”
This custom-tailoring is essential, says Dr. Oberheiden. “A private placement memorandum is a disclosure document; and, while no federal securities laws or regulations specifically require companies to use PPMs when seeking investment capital in closed transactions, making adequate disclosures to potential investors is critical for federal compliance. The PPM has become the standard for companies seeking to sell securities without registering with the SEC, and companies’ disclosures must be specific to the profit distribution, potential risks, and other characteristics of their unique offerings.”
With this in mind, Dr. Oberheiden says that Oberheiden P.C.’s experienced PPM lawyers prioritize obtaining a detailed understanding of their clients’ offering structure and investment terms before they begin drafting any legal documents. “First and foremost, we need to ensure that our clients rely on the proper exemptions when conducting private placements.” He continues, “Once we know which exemptions apply, then we can craft legal documentation that complies with the relevant regulations and that will withstand scrutiny from the SEC and other regulatory bodies if necessary.”
Dr. Oberheiden also emphasizes that while a PPM can be a critical document for conducting a compliant private placement, a PPM isn’t necessarily sufficient on its own. “Parties involved in conducting private placements may need to issue offering memorandums, subscription agreements, and various other documents as well. The legal repercussions of conducting a noncompliant private placement can be substantial, so it is essential that companies work with experienced legal counsel who can help them effectively mitigate the legal and financial risks involved.”
Along with helping companies ensure legal compliance when conducting private placements, Oberheiden P.C. also represents companies that are facing scrutiny related to their private placements. “Having a PPM does not guarantee that the SEC will assume compliance,” he says. “If a company is facing scrutiny related to its use of a PPM, our lawyers can help in this scenario as well. We have extensive experience representing clients in SEC—and other—enforcement matters, and we rely on this experience to protect our clients by all means available.”
Oberheiden P.C. provides complimentary consultations to prospective clients, and Dr. Oberheiden encourages company founders, executives, and in-house attorneys to contact the firm’s PPM lawyers if they have questions about the legal requirements for conducting a private placement.
Nick Oberheiden, Founding Attorney, 888-680-1745 (Office)
Attorney Advertising – Oberheiden, P.C., is a securities law firm headquartered in Houston, TX with a nationwide network of senior attorneys and consultants. The firm’s PPM lawyers are available to assist clients with private placement offerings throughout the United States. The firm’s addresses and contact information can be found at www.federal-lawyer.com/our-locations.
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Company Name: Oberheiden, P.C
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Website: https://federal-lawyer.com/securities-litigation/investment-lawyer/ppm/
