Private Placement Memorandum (“PPM”) Preparation Services
Attorney James Dodrill Offers Comprehensive Legal Support for Private Offerings & Securities Compliance in Boca Raton, Florida and throughout the United States.
Are you raising capital through a private offering? Whether you're a startup founder, fund manager, or established business owner, preparing a legally compliant Private Placement Memorandum (PPM) is a critical step in protecting your company—and your future.
With over 30 years of experience in U.S. securities law, I help clients across industries prepare custom, Regulation D-compliant PPMs that meet both investor expectations and federal/state disclosure requirements.
What Is a Private Placement Memorandum?
A Private Placement Memorandum (also called an offering memorandum or “PPM”) is a legal disclosure document used when offering securities through a private placement exempt from SEC registration, usually under Regulation D.
The PPM provides potential investors with all material facts about the investment, including:
The terms of the offering
Company background and financials
Risk factors
Use of proceeds
Management bios and ownership structure
Applicable securities law exemptions
A well-prepared PPM not only ensures transparency but also serves as your primary protection against investor claims and regulatory actions.
My PPM Preparation Services
I offer end-to-end legal services for private placements, including the custom drafting and legal structuring of your PPM based on the nature of your business and your fundraising strategy.
My services include:
✅ Customized PPM Drafting
Each PPM is tailored to your specific offering. I take the time to understand your business, your investors, and the specific risks involved.
✅ Regulation D Compliance (Rule 506(b), 506(c), 504)
I help you navigate the legal requirements of Regulation D offerings, ensuring your PPM reflects the appropriate exemption, investor qualifications, and disclosure obligations.
✅ Investor Qualification Language
For offerings involving accredited investors (or a mix of accredited and non-accredited), I include the necessary representations and verification procedures to protect your exemption.
✅ Risk Factor Analysis
Based on decades of legal and transactional experience, I draft a thorough, realistic, and jurisdictionally appropriate list of risk factors—essential for defending against claims of misrepresentation or omission.
✅ Corporate Structure Review
I review your cap table, operating agreement, or shareholder documents to ensure alignment with the securities offering and appropriate disclosures in the PPM.
✅ Supplementary Offering Documents
In addition to the PPM, I can assist with:
Subscription agreements
Investor questionnaires
Operating or shareholder agreement preparation or updates
Form D filing guidance
Who I Work With
I represent a broad range of clients raising capital through private placements, including:
Startups and early-stage ventures
Real estate syndications
Private equity and venture funds
Family-owned businesses
Established businesses with over $100 million in annual revenue
Whether you’re raising $250,000 or $25 million, I bring a practical, risk-focused approach to every offering.
Why Work With Me?
Unlike large law firms where you may be passed off to junior associates, when you work with me, you get direct access to an attorney with 30+ years of securities law experience. Also, I’ve been a successful entrepreneur. I grew my own company from concept through IPO in just over 3 years and completed several rounds of funding.
Benefits of my services:
✅ Deep knowledge of federal and state securities regulations
✅ First-hand experience as an entrepreneur – I’ve been in your shoes
✅ Clear, investor-ready documentation
✅ Tailored advice based on your specific offering type
✅ Fixed or transparent hourly pricing options
✅ Fast turnaround and responsive service
Do I Really Need a PPM?
If you're offering securities—even to friends, family, or business acquaintances—you are legally obligated to provide full and fair disclosure. A PPM fulfills that obligation.
Without it, you risk:
Investor lawsuits for failure to disclose risks
Regulatory fines or enforcement from the SEC or state regulators
Losing your Regulation D exemption, invalidating the raise
Reputation damage and legal liability for founders or directors
Even if you’re raising money from a small number of sophisticated, accredited investors only, having a properly drafted PPM is strong evidence that you complied with securities laws. You can read my blog post about why you need one here.
Ready to Start Your Offering?
Let’s discuss your capital raise and determine the right legal strategy to move forward. Whether you’re preparing your first round or a follow-on raise, I’ll help you craft a PPM that is professional, compliant, and protective of your business.
📞 Schedule a free consultation
📩 Contact me today to learn more about PPM services