The Anatomy of a Private Placement Memorandum (PPM)

Agenda / Content Covered

2:00 - 3:30, Lahdan Rahmati

1. Seed Round vs. Preferred vs. Common vs. Convertible Notes
2. Company's Purpose, Objectives, and Management
3. Protective Provisions for the Investor
4. Offering Terms and Risk Factors: Voting and Conversion Rights, Liquidation, Anti-Dilution
5. Use of Proceeds and Transaction Expenses
6. Financial Information
7. Company's Results of Operations
8. Liquidity, Resources, Capital and Going Concern Status
9. Commitments and Agreements
10. Liabilities, Arrangements, and Accounting Policies
11. Additional Information to Include
12. Deal-Specific Private Placement Memorandums

Accreditation Details:

Lahdan Rahmati is an attorney at the Law Offices of Lahdan S. Rahmati, where her practice focuses on business, corporate and securities law. Prior to joining the firm, she has had a broad range of legal experience including working at the U.S. Securities and Exchange Commission, Division of Corporation Finance; Office of Telecommunications in Washington, D.C.; and at Bevilacqua PLLC, a boutique corporate and securities law firm in Washington D.C., where she also co-authored a Whitepaper on Security Token Offerings, helped launch the firm's cryptocurrency practice, and contributed to the firm's blog. Ms. Rahmati also started her own firm and has handled all aspects of SEC informal inquiries, formal investigations and enforcement actions including administrative proceedings and district court actions. She advises her clients to develop best practices early on to ensure corporate compliance throughout the entity's existence. Ms. Rahmati handles all types of public and private offerings of securities, including equity crowdfunding (Regulation CF, Rule 506(c) and Regulation A), and other Regulation D private placements. Ms. Rahmati provides services in the areas of SEC maintenance and compliance, general corporate, formation, and equity incentive plans, among others. She is a member of the American Bar Association and is an active member in the Section of International Law. Ms. Rahmati co-presented at the ABA Section of International Law 2019 Annual Conference in Washington, D.C. on U.S. legal Issues related to the regulation of crypto offerings, bockchain technology and artificial intelligence. She is also a member of the Los Angeles County Bar Association and Iranian American Bar Association. Ms. Rahmati earned her B.S. degree from the University of California at Los Angeles (UCLA), her J.D. degree and tax certificate from the University of San Francisco School of Law, and her securities and financial regulation certificate from Georgetown Law School. She is admitted to practice law in all courts in California, including the Ninth Circuit Court of Appeals, and the District of Columbia.