Legal Question in Securities Law in California

Re: private placement memorandum D

I think you are referring to Regulation D, which is one of several exemptions from registration of securities under Federal law which may be available to an issuer in a private placement.

Regulation "D" has several subparts, including Rules 504, 505 and 506, each of which constitutes a separate but partially overlapping set of conditions and limitations under which a particular private placement might be entitled to exemption from registration.

A private placement memorandum is not something you can really create by filling in a form, although there are software packages being marketed that offer templates or guidelines that may be useful to some issuers. However, just like prepackaged, fill in the blanks business plans, model resumes, SBA loan applications, etc., a form is usually insufficient to present all the disclosures necessary or recommended to be made in a private placement memorandum that will stand up to close scrutiny.

Not just because I'm a lawyer, but because it is way too easy to get in trouble with "formula" or "packaged" presentations in securities matters, I recommend forgetting about use of forms in preparing Reg. D documents of any kind, except to the extent the SEC itself has adopted forms for use by issuers for reporting transaction details (which I believe it has).