Private Placement Memo

Draft Compliant Private Placement Memos in Minutes

15 minutes with Para

Explore this workflow

Get started with Para

Para is an AI colleague for legal teams. Send it this work by email, Teams or Slack, and it hands back the finished document.

15 minutes with Para

What you'll need

Articles of Incorporation & Corporate Documents
Financial Statements
Offering Terms & Business Materials

Plans from $20 a month, with usage included.

Workflow

Overview

CaseMark's Private Placement Memorandum skill automates the drafting of legally compliant PPMs for Regulation D offerings, covering the full disclosure framework that issuers need to raise capital from accredited and sophisticated investors. The AI generates every critical section — from mandatory cover page legends and risk factors to capitalization tables and investor qualification requirements — while enforcing SEC anti-fraud standards throughout.

Drafting a Private Placement Memorandum is one of the most time-intensive tasks in securities practice. Attorneys must balance comprehensive risk disclosure with compelling deal presentation, all while ensuring every statement satisfies anti-fraud standards under Section 10(b) and Rule 10b-5. A single deficiency can create rescission rights, regulatory exposure, and significant issuer liability.

CaseMark's AI-powered PPM drafting skill transforms this complex process into a streamlined workflow. By analyzing your corporate documents, financials, and offering terms, CaseMark generates a complete, SEC-compliant PPM with properly structured risk factors, capitalization details, and investor qualification requirements — giving attorneys a polished draft to review and finalize rather than building from scratch.

How to hand this to Para

1. Send Para the files
Email them, drop them in a Teams or Slack message, or upload them.
2. Para runs the Private Placement Memo skill
It works from your files and checks its citations against the record.
3. The finished document comes back
Para returns it where you asked, usually as a DOCX, and offers the next step.

Example request · email, Teams or Slack

Para, run the Private Placement Memo skill for the Garcia matter. I've attached the Articles of Incorporation & Corporate Documents, Financial Statements and Offering Terms & Business Materials. Send the finished draft back here as a DOCX.

What Para does

1. Upload your corporate documents, financials, offering terms, and management bios
2. AI analyzes your materials and drafts a full PPM with SEC-compliant disclosure
3. Review and customize risk factors, terms, and investor qualification sections
4. Export your finalized PPM in your preferred format (DOCX, PDF)

What you get

Cover Page with Mandatory Legal Legends
Executive Summary & Offering Terms
Risk Factors
Business Description & Use of Proceeds
Capitalization & Securities Terms
Management & Key Personnel
Investor Qualification Requirements
Subscription Procedures & Blue Sky Considerations

What it handles

Full Regulation D disclosure framework with Rule 506(b)/506(c) compliance
Comprehensive risk factor generation tailored to your offering
Capitalization table and securities terms structuring
Use of proceeds analysis with investor-ready formatting
Accredited investor qualification and verification requirements
SEC anti-fraud compliance under Section 10(b) and Rule 10b-5

Required documents

Articles of Incorporation & Corporate Documents
Formation documents, cap table, stockholder agreements, and option/warrant schedules
.pdf, .docx
Financial Statements
Balance sheet, income statement, and cash flow statement (audited, reviewed, or compiled)
.pdf, .docx, .xlsx
Offering Terms & Business Materials
Term sheet, pitch deck, business plan, or summary of offering structure and pricing
.pdf, .docx, .pptx

Supporting documents

Prior Financing Documents
Previous round documentation, convertible notes, SAFEs, or prior PPMs
.pdf, .docx
Material Contracts & IP Portfolio
Key customer/supplier agreements, licensing arrangements, and intellectual property documentation
.pdf, .docx
Subscription Agreement & Investor Questionnaire
Draft or template subscription documents and accredited investor verification forms
.pdf, .docx

Why teams use it

Reduce PPM drafting time from days to minutes while maintaining SEC compliance

Minimize rescission risk with comprehensive, anti-fraud-compliant disclosure language

Generate tailored risk factors and offering terms specific to your deal structure

Ensure consistent compliance across Rule 506(b) and 506(c) exemptions with built-in regulatory guardrails

Questions

Does CaseMark's PPM cover both Rule 506(b) and 506(c) offerings?

Yes. CaseMark supports both Rule 506(b) and Rule 506(c) exemptions under Regulation D. The AI tailors disclosure language, general solicitation provisions, and investor verification requirements based on your selected exemption.

How does the AI handle SEC anti-fraud compliance?

CaseMark enforces compliance with Section 10(b) and Rule 10b-5 anti-fraud standards throughout the PPM. Every material statement is structured to meet full and fair disclosure requirements, reducing rescission risk under Section 12 of the Securities Act.

Can I customize the risk factors for my specific offering?

Absolutely. CaseMark generates tailored risk factors based on your business materials, industry, and offering structure. You can review, edit, and add additional risk factors before finalizing the document.

Does the PPM include blue sky law considerations?

Yes. CaseMark incorporates blue sky law considerations and state securities compliance notes into the PPM, alerting you to state-level filing and notice requirements relevant to your offering.

What if I don't have audited financial statements?

CaseMark accommodates audited, reviewed, or compiled financial statements. The AI clearly labels the status of your financials in the PPM and adjusts disclosure language accordingly to maintain compliance.

How long does it take to generate a complete PPM?

CaseMark typically generates a comprehensive draft PPM in approximately 15 minutes. This includes all required sections — from cover page legends through subscription procedures — ready for your legal review and customization.