February 18, 2025

Battle of the PPM: LP vs. GP Secrets Revealed

54 minutes

We dive into the “battle of the PPM” (Private Placement Memorandum) with two special guests from opposite sides of the table. On the GP side, securities attorney Mauricio Rauld (Platinum Legal) explains how these legal documents protect operators and outline deal structures. Representing the LP perspective, experienced investor Jeremy Roll highlights how to spot red flags, interpret complex provisions, and ensure you’re comfortable with all the “fine print” before signing on the dotted line. Learn why the Operating Agreement is the ultimate governing document, what to look for in capital call clauses, how indemnification can affect your returns, and why consistent reporting is not always guaranteed. If you’ve ever been unsure how to read a PPM or wondered if you can negotiate its terms, this lively debate breaks it all down in real-world terms.

Today’s Episode Takeaways

How a PPM differs from the Operating Agreement and why both matter

How LPs can interpret or negotiate tricky clauses like cash calls and preferred returns

Indemnification pitfalls: when a GP is personally protected vs. on the hook

Common oversights that cause confusion about reporting obligations and voting rights

Why a mismatch between the pitch deck and legal docs is a serious warning sign

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Disclaimer

The content of this podcast is for informational purposes only. All host and participant opinions are their own. Investment in any asset, real estate included, involves risk, so use your best judgment and consult with qualified advisors before investing. You should only risk capital you can afford to lose. Remember that past performance is not indicative of future results. This podcast may contain paid advertisements or other promotional materials for real estate investment advisers, investment funds, and investment opportunities, which should not be interpreted as a recommendation, endorsement, or testimonial by PassivePockets, LLC or any of its affiliates. Viewers must conduct their own due diligence and consider their own financial situations before engaging with any of the advertised offerings, products, or services. PassivePockets, LLC disclaims all liability for direct, indirect, consequential, or other damages arising out of reliance on information and advertisements presented in this podcast.

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