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Tustin, California

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Home / Practice Areas / Private Placements

Practice area 02

Private placements & alternatives

Private. Complicated. Somehow still full of paperwork. This is the part of the practice that grew directly out of drafting oil and gas, real estate and debt programs from the inside.

The stack.

A private placement is not one document. It is a stack, and every layer has to agree with every other layer. Most disputes years later are simply two layers disagreeing.

Private placement memorandum

The story, the risks, the conflicts, the fees, and the parts that are uncomfortable to write down

Operating or partnership agreement

Where the economics actually live, whatever the summary says

Subscription agreement

What the investor is representing, and what happens if it was not true

Purchaser questionnaire

Accreditation and suitability — the file that gets requested first

Selling / managing broker-dealer agreement

Compensation, responsibilities, indemnity and who is diligencing whom

Marketing and investor materials

The layer most likely to say something the PPM does not

Due diligence file

The record of the process, assembled before anyone asks for it

Asset classes this practice knows from the inside

Energy — drilling, production, minerals and renewables. Real estate — office, multifamily, healthcare and retail, including 1031, tenant-in-common and Delaware statutory trust structures. Debt offerings and joint ventures. This is not theoretical familiarity; it comes from years spent drafting these programs as in-house counsel to sponsors and as counsel to the firms selling them.

What engagement usually looks like

  • Structuring the program and selecting the offering approach.
  • Drafting the memorandum and the full document set so the layers agree.
  • Reviewing marketing material against the offering documents before it goes out.
  • Sponsor-level and program-level due diligence support, on either side of the table.
  • Advising selling group members and due diligence committees on what they are actually approving.
  • Defending the program later, if a claim or inquiry arrives.

Related practice areas

01

Securities

Offerings, exemptions and disclosure.

03

Broker-Dealer

Selling group, supervision and diligence obligations.

07

Disputes

Alternative investment arbitration and litigation.

Good news:
we found the footnote.

Bad news: we found the footnote. Either way you would rather know now than in an arbitration hearing four years from now.

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Footnotes

  1. General information only. Not legal or investment advice, and not a recommendation of any program, sponsor or security.
  2. The document stack above is illustrative. Real offerings vary, and several of them contain documents nobody remembers signing.