Due Diligence and Feasibility Studies: Rapid Fire
Chapters in this video
- 0:00 Why accredited investors are not a defense
- 0:51 Regulation D removes registration, never antifraud
- 2:11 The three-condition reporting-company shortcut
- 2:45 Every offering gets a fresh investigation
- 3:13 Financial data versus independent research
- 3:47 The two fives: components and minimum items
- 5:05 Red flags override audits and counsel reports
- 5:40 Drafting the memorandum raises the bar
- 6:39 Exam trap: audited statements do not end inquiry
- 6:57 Missing memorandum as red flag, not automatic disqualification
- 7:38 Feasibility studies and affiliation gotchas
- 8:33 Product reasonable basis versus customer suitability
- 9:04 Rapid-fire exam recap
What this video covers
- Why Regulation D exempts registration but never the antifraud rules, and how a weak investigation violates both federal antifraud provisions and Financial Industry Regulatory Authority standards
- The three simultaneous conditions for the reporting-company shortcut, and why most private issuers fail the first one
- Why every offering requires a fresh investigation, and why smaller companies of recent origin need a deeper one than established issuers
- The distinction between financial data (issuer-supplied numbers) and research (the firm's own independent verification through customer calls, supplier calls, and litigation checks)
- The five components of due diligence and the five minimum investigation items tested on every single offering
- How red flags defeat reliance on audited financial statements, issuer counsel due-diligence reports, and even the offering document itself
- Why drafting the private placement memorandum raises the investigation bar, and why reliance on syndicate managers or counsel shifts work without shifting responsibility
Read the full lesson, free
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