Skill

legalcode-private-placement-memo-review

Review Private Placement Memoranda (PPMs) for disclosure adequacy, securities law compliance, and liability exposure. Analyzes risk factor quality, use of proceeds specificity, management descriptions, financial statement sufficiency, subscription terms, investor qualification procedures, and Reg D / Reg S compliance. Flags material omissions, boilerplate risk factors, bad actor disqualification issues, integration doctrine traps, and state Blue Sky notice requirements. Use when reviewing a PPM, offering memorandum (OM), confidential information memorandum (CIM), private offering document, Reg D offering circular, Reg S offshore offering document, hedge fund offering memo, real estate fund PPM, startup PPM, or any private securities offering document. Also triggers on: "review this offering document," "check PPM compliance," "flag material omissions," "is our risk factor section adequate," "review our use of proceeds," "check accredited investor procedures," "Reg D compliance review," "Reg S eligibility," "506(b) vs 506(c) analysis," or "private placement liability check." Primarily US-focused (Securities Act of 1933, Reg D, Reg S, Rule 10b-5, §12(a)(2), §17(a)) with markers for international overlay. Produces GREEN/YELLOW/RED classification with Disclosure Quality Score, material-omission flags, and Glass Box audit trail.