Identifying Potential Investors and the Confidentiality Agreement

What this video covers

• Why a firm must confirm a contact is a legitimate potential investor for a specific offering before sharing any deal information whatsoever
• The exact sequence of identify, then confidentiality agreement (non-disclosure agreement, NDA), then private placement memorandum (PPM), and why this happens before customer screening or account authorization
• What an NDA actually protects: the issuer's sensitive non-public information, not the account-opening relationship
• Why signing an NDA does not make a prospective investor a customer, open an account, or substitute for know-your-customer procedures
• When Regulation Fair Disclosure (Regulation FD) applies: only to private investments in public equity (PIPEs) by reporting issuers, not to non-reporting private issuers
• How the signed NDA places a prospective investor inside the Regulation FD exclusion, allowing selective disclosure without triggering public-disclosure duty
• Why a non-reporting startup's confidentiality agreement serves purely commercial protection, not any securities-law reporting loophole