All securities offered to investors in the United States are required to comply with the anti-fraud provisions of federal securities law. These regulatory standards require issuers of securities to provide investors with detailed information relating to the nature, character and risk of the offering through a written disclosure document. Investors use the information in disclosure documents, such as a summary prospectus or an offering memorandum, to make informed investment decisions. Securities exempt from registration provisions under federal law, such as a private placement, provide disclosure through the offering memorandum. Investment offerings that require full registration with securities regulators, such as mutual funds, provide written disclosure to investors through a summary prospectus.
A summary prospectus is the disclosure document provided to investors by mutual fund companies prior to or at the time of sale. The written document is a truncated version of the final prospectus that allows investors to see pertinent information regarding the fund’s investment objectives and goals, sales charges and expense ratio, focused investment strategy, and data on the fund’s management team. Relevant tax information and broker compensation are also included in the disclosure document. A summary prospectus provides investors the information they need from the final prospectus quickly and in plain English.
Securities, such as private placement transactions that are exempt from full registration under federal securities law, provide investors disclosure information through an offering memorandum. This disclosure document, often referred to as a private placement memorandum, includes a summary of the offering terms, risks associated with the investment and a full description of the issuing company. An offering memorandum also details how the funds raised will be used, information on the company’s management team and previous financial performance as available. The disclosure document for private placement transactions is substantially longer than a summary prospectus and must be given to prospective investors prior to completing a sale.
A prospectus is used for public markets while an offering memorandum is used for private markets. The offering memorandum document can also be referred to as an ‘offering circular’ if it does require registration with the stock exchange commission. The offering memorandum and the prospectus share many attributes ranging from the types of disclosures and amounts required to terms and conditions.
Both documents describe the terms of the offer, such as the minimum amount to invest and the qualifications of an investor. The investor is also briefed on the imminent risks such as tax issues, vulnerabilities, transferability issues, and potential returns. Both documents are basically a detailed business plan with in-depth information on management structure, strengths and weaknesses, capital structure, asset values, share values, amount of shares available, financial projections and the like.