Private Offerings provide businesses and entrepreneurs a way to raise capital funds privately, affording more flexibility than institutional lenders and allowing the parties to bypass SEC registration. However, those holding out Private Offerings (esp. to New York investors) should be careful to limit their legal liability, and comply with state laws regarding private investment. The best protection for any Offeror is by drafting liability-limiting language into the Private Placement Memorandum (“PPM”). The following summarizes another New York cases that illustrate this point.

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