Private offerings dominate U.S. capital formation. In 2023, securities offerings under Rule 506(b) of Regulation D under the Securities Act of 1933 accounted for $2.3 trillion in capital raised, whereas registered public offerings totaled merely $82.7 billion. Hence, the private market is a primary avenue for raising capital, not a fallback. The private placement memorandum (PPM) sits at the center of that activity – both as the disclosure document that satisfies the anti-fraud regime of the federal securities laws and as a manager’s primary defense if an investor claims to have been misled. The primary considerations and machinations when drafting PPMs were addressed in a webinar hosted by BARBRI (formerly Strafford) that featured Cenkus Law managing partner Brett A. Cenkus, Latham & Watkins partner Zachary Fallon and McCarter & English partner Gary J. Ross. This article summarizes relevant takeaways from the program for private fund managers, including the regulatory framework underlying private offerings, when to use a PPM, tips for drafting a PPM and the role of due diligence in limiting counsel’s liability. See “Survey Finds PE Fundraising Momentum Building Toward 2026 Uptick” (Sep. 18, 2025).