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Private Placement Attorneys | NYC

Regulation D PPM Offerings

Dilendorf & Khurdayan is an experienced private-placement law firm in New York City that helps U.S. and international clients legally engage in private placement offerings of securities in the United States. Our attorneys represent a wide range of clients in all kinds of private placements, providing comprehensive services throughout the offering process.


Represented blockchain-based marine navigation service with AI capabilities in the process of raising capital via a TGE from U.S. and non-U.S. investors through Regulation D and S offerings.

Represented B2B / B2C blockchain freelance platform in the process of raising capital through Regulation D and S offerings to U.S. and non-U.S. investors, including review and analysis of the white paper and the project, preparation of the private placement memorandum (PPM), subscription agreements, guidance regarding the process of investor accreditation as well as AML/KYC checks, and filing Form D with the SEC.

Represented a blockchain based gaming platform in connection with structuring Regulation D and S offerings.

Securities Registration & Private Placement Exemptions

Before a security may be offered or sold in the United States, it must be registered with the Securities and Exchange Commission (SEC) or qualify for an exemption. Registering a security is a costly and time-consuming process. But if an exemption applies to an offering, then it does not need to be registered.

One type of exemption commonly relied on is an exemption for private placements. In a private placement, the issuer of a security raises a limited amount of capital, sells to a limited number of investors, or sells only to accredited investors.

The requirements for private placements are less onerous than those for registered offerings, but are requirements nonetheless. Failure to comply with them could cause an offering not to qualify for the private placement exemption, rendering the issuer strictly liable for its violation of the general registration requirement.

Providing Expert Guidance in All Kinds of Private Placements

Dilendorf & Khurdayan represents a wide range of clients, including everything from real-estate developers to family offices and funds, to international businesses seeking to enter the U.S. market, to blockchain startups raising capital through ICOs, and more. Our lawyers work closely with each client to thoroughly understand the client’s circumstances and goals, developing a solution that is uniquely tailored to that client’s needs.

Leveraging their years of experience structuring and implementing private placement offerings, our attorneys offer expert guidance in all kinds of private placements, including those involving token-generation events (also known as initial coin offerings or ICOs), real estate, investment funds, lending, and finance.

Offering Comprehensive Private Placement Services

Although private placements eliminate the need to register an offering with the SEC, qualifying for a private placement exemption still requires careful compliance with U.S. securities laws. Our attorneys work with our clients at every step in the private-placement process, developing the optimal strategy and seeing it through to completion, including by:

  • Determining the appropriate sales structure and exemption for each client’s unique requirements.
  • Preparing a comprehensive private placement memorandum that describes the securities and the terms on which they are being offered, informs prospective investors of the risks in acquiring the securities, and explains how investors can participate in the offering.
  • Drafting a purchase or subscription agreement, investor questionnaires, and other offering documents.
  • Reviewing arrangements between our clients and third parties in connection with the offering, such as agreements with brokers, consultants, and marketing agencies.
  • Assisting clients in conducting thorough and effective AML/KYC checks and investor verifications.
  • Preparing and filing any necessary documents with the SEC, such as a Form D for private placements under Regulation D.

Contact Us to Learn More About Our Private Placement Services

Send us an email or call 212.457.9797 to schedule a consultation at our Manhattan office

For a consultation about our private placement services

send us an email or call 212.457.9797 to schedule a consultation at our Manhattan office