Law360, New York ( July 12, 2013, 9:05 AM EDT) -- If offers and sales are made solely to persons the issuer reasonably believes are accredited investors, there are no specific disclosure requirements. If one or more sales are made to investors who are not accredited, Regulation D requires that detailed disclosures be distributed to all prospective investors in the offering, including accredited investors. The disclosures generated are commonly known as a "private placement memorandum," or "PPM." Rule 502 (17 CFR 230.502) of Regulation D prescribes the extensive financial statement and other disclosures required for delivery to non-accredited investors. For issuers other than limited partnerships, audited financial statements are required, a nontrivial expense....
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