One of our key differentiators is that our services do not end with the private placement memorandum, but encompass custom drafting of all documents required to effectuate the private placement offering. While other outfits focus on a single deliverable, as a legal matter, the PPM is only the disclosure document and cannot consummate the investment transaction. In short, it tells the “story” of the investment opportunity, but is not a contract.
Since your relationship with the investor does not end with receiving their monies, contracts the lay out the metes and bounds of investor rights versus management’s rights is mission critical. In fact, effective contracts that structure that relationship after the monies are invested is the difference between a dysfunctional venture and a successful one. At least two additional significant and complex legal documents are required in nearly any given offering that demand at least the same amount of legal insight and engineering as the PPM.
The Operating Agreement is a key private placement offering document (the contract between the company, management, and investors), which dictates management’s rights to manage the venture, control its books, enter into contracts, dispose of and exploit assets, etc. Failing to implement a well drafted operating agreement not only undermines the PPM’s legal insulation, but can create management crises, by allowing investors to behave like management and challenge management’s judgement. In the case of a corporation, a similarly structured shareholders’ agreement is equally critical.
The Subscription Agreement is not only necessary to actually transfer title to the units or shares to the investor, but contains crucial terms whereby the investor attests to his or her qualifications under the applicable private placement offering rule to actually invest. Improperly drafting this document can lead to serious consequences. With every PPM, we will provide you with an example of a subscription agreement that you can easily adjust to your situation.