10.1.15: Partnership Private Placement Memorandum

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Abstract

General partners, investors and occasionally counsel may overlook from time to time the fact that limited partnership interests are generally deemed to be[1]"securities" e.g., Long, Partnership, Limited Partnership, and Joint Venture Interests as Securities, 37 Mo. L. Rev. 581 (1972). within the '33 Act definition and, thus, to be handled with caution in light of the registration and antifraud provisions of the securities laws. It is, therefore, curious, that PIV sponsors, hypercritical of ambiguities in the business plans presented to them by hopeful issuers, are often quite reticent in outlining in a private placement memorandum what it is they plan to do with the money they are soliciting from investors. Moreover, the focus of the investment strategy is usually outlined in generalities. There may be a tilt to the program-biomedical and health sciences, leveraged buyouts, turnarounds-but, in the interests of "flexibility," escape language in the document gives...