• Skip to primary navigation
  • Skip to main content
Strobl PLLC

Strobl PLLC

Business and Corporate Law Firm

LawPay

(248) 540-2300

  • Home
  • About Us
    • Community Commitment
    • Recruiting
  • Attorneys
    • Henry J. Andries, Jr.

      Henry J. Andries, Jr.

      Member

      Phone: 248.205.2710

      Office: Bloomfield Hills, Michigan

      Connect:

      Practice Areas

      Business Law, Commercial Contracts, Corporate Law, Healthcare Law, Labor & Employment, Litigation, Real Estate, Tax

      Experience

      Since 1995, Henry J. Andries, Jr. has engaged in private practice with a concentration in employment law, complex civil litigation...

    • Lynn M. Brimer

      Lynn M. Brimer

      Member

      Phone: 248.205.2772

      Office: Bloomfield Hills, Michigan

      Connect:

      Practice Areas

      Banking & Financial Services, Bankruptcy & Creditor's Rights, Business Law, Commercial Contracts, Corporate Law, Litigation, Mergers & Acquisitions, Non-Profit Law, Real Estate, Tax

      Experience
      • Assist taxpayers with representation before the internal Revenue Service, the State of Michigan Department of Treasury and other taxing authorities...
    • Russell G. Carniak

      Russell G. Carniak

      Of Counsel

      Phone: 248-205-2721

      Office: Bloomfield Hills, Michigan

      Connect:

      Practice Areas

      Business Law, Commercial Contracts, Corporate Law, Litigation

      Experience
      • Represents business interests in any dispute, accompanied with a commitment to understanding their businesses and the challenges they face in...
    • Jon P. Everly

      Jon P. Everly

      Managing Member

      Phone: 248.205.2759

      Office: Bloomfield Hills, Michigan

      Connect:

      Practice Areas

      Business Law, Commercial Contracts, Corporate Law, Estate & Succession Planning, Non-Profit Law, Real Estate, Tax

      Experience
      • Advises closely held businesses and their owners in a broad range of legal matters, including formation, taxation, succession planning, and...
    • Michael L. Geller

      Michael L. Geller

      Member

      Phone: 248.205.2770

      Office: Bloomfield Hills, Michigan

      Connect:

      Practice Areas

      Business Law, Commercial Contracts, Corporate Law, Healthcare Law, Labor & Employment, Litigation, Real Estate

      Experience
      • Advises and assists clients in the creation and structuring of their business entities.
      • Regularly counsels clients relative to employment issues that...
    • Jeffrey T. Goudie

      Jeffrey T. Goudie

      Associate

      Phone: 248-205-2767

      Connect:

      Practice Areas

      Banking & Financial Services, Business Law, Commercial Contracts, Corporate Law, Real Estate

      Experience
      • Represents financial institutions in licensing matters, regulatory matters, and transactional matters
      • Provides vendor contract review for financial institutions
      • Litigates title issues and...
    • Evan H. Kaploe

      Evan H. Kaploe

      Senior Counsel

      Connect:

      Practice Areas

      Bankruptcy & Creditor's Rights, Business Law, Commercial Contracts, Estate & Succession Planning, Mergers & Acquisitions, Tax

      Experience
      • Assists clients involved in audit, appeals, and collection matters with the Internal Revenue Service or State taxing authorities.
      • Represents clients in...
    • Michael A. Kus

      Michael A. Kus

      Of Counsel

      Phone: 248-205-3090

      Office: Bloomfield Hills, Michigan

      Connect:

      Practice Areas

      Banking & Financial Services, Business Law, Commercial Contracts, Corporate Law, Real Estate

      Experience
      • Advises financial institutions on compliance and regulatory laws and policies and procedures
      • Provides guidance and assistance to banks and thereby reducing...
    • Jay R. LaBarge

      Jay R. LaBarge

      Member

      Phone: 248.205.2778

      Office: Bloomfield Hills, Michigan

      Connect:

      Practice Areas

      Banking & Financial Services, Business Law, Commercial Contracts, Corporate Law, Estate & Succession Planning, Healthcare Law, Mergers & Acquisitions, Non-Profit Law, Real Estate, Tax

      Experience
      • Advises clients on a full range of real estate matters, including drafting and negotiating purchase agreements and residential, commercial and...
    • Brian J. McCullough

      Brian J. McCullough

      Of Counsel

      Phone: 248.205.2715

      Office: Bloomfield Hills, Michigan

      Connect:

      Practice Areas

      Business Law, Commercial Contracts, Corporate Law, Estate & Succession Planning, Healthcare Law, Real Estate

      Experience
      • All legal aspects pertaining to healthcare providers, including licensing, certification issues, survey and compliance issues, Medicare, Medicaid and other insurance-related...
    • Pamela S. Ritter

      Pamela S. Ritter

      Member

      Phone: 248.205.2765

      Office: Bloomfield Hills, Michigan

      Connect:

      Practice Areas

      Banking & Financial Services, Bankruptcy & Creditor's Rights, Business Law, Commercial Contracts, Corporate Law, Litigation, Real Estate

      Experience
      • Counsel to lenders in a range of loan origination transactions, including commercial and industrial loan facilities, real estate and construction...
    • James A. Rocchio

      James A. Rocchio

      Of Counsel

      Phone: 248.205.2748

      Office: Bloomfield Hills, Michigan

      Connect:

      Practice Areas

      Bankruptcy & Creditor's Rights, Business Law, Commercial Contracts, Corporate Law, Estate & Succession Planning, Mergers & Acquisitions, Tax

      Experience

      Mr. Rocchio has deep expertise in the area of taxation. Over the course of his legal career, he has counseled...

    • Nelson B. Stieper

      Nelson B. Stieper

      Of Counsel

      Phone: 248.205.2742

      Office: Bloomfield Hills, Michigan

      Connect:

      Practice Areas

      Estate & Succession Planning

      Experience
      • Performs probate and trust administration, revocable and irrevocable trusts, wills, special needs planning, gift planning, and asset protection
      • Advises on divorce,...
    • Thomas J. Strobl

      Thomas J. Strobl

      1942 – 2023

      Phone: 248.205.2713

      Office: Bloomfield Hills, Michigan

      Connect:

      Practice Areas

      Banking & Financial Services, Business Law, Commercial Contracts, Corporate Law, Labor & Employment, Mergers & Acquisitions, Real Estate, Tax

      Experience
      • Advises a broad spectrum of purchasers and sellers in merger and acquisition transactions involving primarily private companies.
      • Represents financial institutions and...
  • Expertise
    • Banking & Financial Services
    • Bankruptcy & Creditors’ Rights
    • Business Law
      • Commercial Contracts
      • Corporate Law
      • Healthcare Law
      • Labor & Employment
      • Mergers & Acquisitions
      • Non-Profit Law
      • Real Estate
      • Tax
    • Estate & Succession Planning
    • Litigation
  • News
  • Contact Us

Private Placement Memorandums

March 24, 2021

Many small businesses start off as great ideas but due to lack of funds never see the ideas come to fruition. Fortunately, there are ways small business owners may seek out investors to help fund their idea and get the business off the ground.

A confidential Private Placement, or offering, Memorandum (a “PPM”) is one of the many ways a small business can raise capital. A PPM provides protection for small businesses conducting an offering because it allows the company to lay out the associated risks versus word-of-mouth or a summarized one-page business plan.

The SEC has carved out an exception for this type of capital raising. Rule 506(b) of Regulation D is a “safe harbor” provision. Companies conducting an offering under this safe harbor rule can raise an unlimited amount of capital while selling securities to an unlimited number of accredited investors. An accredited investor is an individual or a business entity, that because of their financial status, can invest in securities that may not be registered with financial authorities. An accredited investor is an individual with an annual income exceeding $200,000 ($300,000 for joint income) for the last two years with the expectation of earning the same or a higher income in the current year. An individual may also be considered an accredited investor if they have a net worth exceeding $1 million, either individually or jointly with their spouse. An entity is considered an accredited investor if it has assets exceeding $5 million or, if its equity owners are accredited investors, the entity itself is considered an accredited investor. Rule 506(b) also allows the sale of these securities to up to 35 non-accredited investors. These non-accredited investors must meet the legal standard of having sufficient knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of the prospective investment.

A PPM should disclose the business plan and risks to potential investors as well as include the necessary documents for becoming an informed investor. An investor should be explicitly made aware that the securities offered in are restricted. Therefore, a PPM needs to adequately detail the risks associated. A PPM should also include a subscription agreement. A subscription agreement is a type of investor questionnaire where the investor certifies that they are accredited, and if not accredited that they have the investment experience required. The subscription agreement also details the contribution that the investor is making and in turn is the membership contract. A PPM should also include the preferred benefits or status of an investor with an attached Operating Agreement, or other organizational document, that provides for these benefits.

If done correctly, PPMs are a very helpful tool for small businesses to use. Small businesses should consult with counsel to ensure they meet all of the proper requirements in order to afford the small business with the most protection.

Strobl is a team of experienced and trust lawyers that can advise on all small business legal matters. For more information, visit Strobl online at strobllaw.com or on LinkedIn.

Uncategorized PPM,  Private Placement,  raise capital,  Regulation D,  Rule 506(b)

https://strobllaw.com/wp-content/uploads/2022/11/cropped-strobl_pllc_c.jpg

At Strobl PLLC, our attorneys are committed to your team. We collaborate with clients to share our expertise and guide them to success.

  • Home
  • About Us
  • Attorneys
  • News
  • Contact Us
  • Banking & Financial Services
  • Bankruptcy & Creditors’ Rights
  • Business Law
  • Estate & Succession Planning
  • Litigation
Follow Us On LinkedIn

(248) 540-2300

33 Bloomfield Hills Parkway, Suite 125
Bloomfield Hills, MI 48304

© 2025 Strobl PLLC. All Rights Reserved.