# Private placement memo review
> Source: https://legalcode.md/skills/legalcode-private-placement-memo-review | [HTML version](https://legalcode.md/skills/legalcode-private-placement-memo-review)

Review Private Placement Memoranda (PPMs) for disclosure adequacy, securities law compliance, and liability exposure.

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.

This skill reviews Private Placement Memoranda and similar offering documents used in unregistered securities offerings. It identifies disclosure gaps, securities law compliance issues, material omissions, and liability exposure — from the perspective of either the issuer (preparing or stress-testing the PPM) or a prospective investor (evaluating completeness and accuracy). **Covers:** - Offering structure assessment: exemption claimed, investor eligibility, integration risk - Risk factor analysis: quality, specificity, currency, material omission detection - Use of proceeds: specificity, consistency with business description, completeness - Management disclosures: background completeness, conflicts of interest, compensation - Financial statement requirements: sufficiency by offering size and exemption type - Subscription terms and investor qualification procedures - Reg D / Reg S compliance (Rule 504, 506(b), 506(c); Reg S Category 1/2/3) - Bad actor disqualification screening (Rule 506(d)) - State Blue Sky notice filing requirements - Anti-fraud liability exposure (Rule 10b-5, §12(a)(2), §17(a)) - Material omission detection using TSC/Basic materiality standard **Does not:** - Determine whether a specific offering qualifies for a specific exemption (requires counsel) - Draft a PPM from scratch (see drafting-specific skills) - Provide advice on whether to invest in any offering - Constitute legal advice or replace qualified securities counsel - Review registered offerings (S-1, ...

## Jurisdictions

Global



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