IP Library Granted Patent US 7,676,680
Granted Patent B2
US 7,676,680 · App. 11/177,898 · Granted Mar 9, 2010

Systems and methods for distributing private placement documents

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Quick Facts
Patent No.
US 7,676,680
App. No.
11/177,898
Granted
Mar 9, 2010
Kind
B2
Abstract

Methods of providing a private placement document to a potential investor in a private placement. The methods may comprise the step of generating the private placement document in an encrypted electronic format. The private placement document may include a unique identifier. The methods may also comprise the steps of providing the private placement document to the potential investor, and recording the unique identifier.

Claims (50)

1. A computer assisted method of providing a private placement document to a potential investor in a private placement, the method comprising:

generating the private placement document in an encrypted electronic format with a computer system comprising at least one processor and operatively associated memory, wherein generating the private placement document includes labeling the private placement document with a unique identifier and wherein the private placement document comprises a subscription document;

providing the private placement document to the potential investor electronically with the computer system, wherein the subscription document is programmed to:

(i) prompt the potential investor to enter information relating to the potential investor into the subscription document;

(ii) conditioned upon the potential investor declining to enter the information relating to the potential investor into the subscription document, rendering the private placement document unreadable by the potential investor;

(iii) conditioned upon the information relating to the potential investor failing to meet a pre-determined qualification standard, rendering the private placement document unreadable by the potential investor; and

(iv) conditioned upon the potential investor failing to enter the information relating to the potential investor into the subscription document within a predetermined amount of time, rendering the private placement document unreadable by the potential investor;

recording the unique identifier at a database in communication with the computer system, wherein the unique identifier is recorded at the database in association with the potential investor;

electronically receiving the subscription document from the potential investor with the computer system, wherein the subscription document, when received from the potential investor, comprises the information relating to the potential investor; and

verifying with the computer system that the information relating to the potential investor is correctly entered into the subscription document.

2. The method of claim 1 , wherein the private placement document further comprises at least one of a prospectus document, marketing materials, and a private placement memorandum.

3. The method of claim 1 , wherein the generating includes incorporating into the private placement document information related to the location of the potential investor.

4. The method of claim 1 , wherein the generating includes incorporating into the private placement document information related to a security to be offered in the private placement.

5. The method of claim 1 , wherein the generating includes incorporating into the private placement document information related to the potential investor.

6. The method of claim 1 , further comprising selecting the potential investor from a plurality of potential investors.

7. The method of claim 1 , further comprising:

generating a second private placement document in the encrypted electronic format, wherein the second private placement document includes a second unique identifier;

providing the second private placement document to a second potential investor; and

recording the second unique identifier in the log corresponding to the private placement.

8. The method of claim 1 , wherein the private placement document is configured to become unusable after a predetermined amount of time.

9. The method of claim 1 , wherein the electronic format is the ADOBE PORTABLE DOCUMENT FORMAT (PDF).

10. The method of claim 1 , wherein the unique identifier is included on each page of the private placement document.

11. The method of claim 1 , wherein the unique identifier includes at least one of a name of the potential investor, a company affiliation of the potential investor, an offering number, a date that the private placement documents were distributed, and a version number of the private placement documents.

12. The method of claim 1 , wherein the providing includes providing according to at least one of e-mail, File Transfer Protocol (FTP), and internet portal delivery.

13. The method of claim 1 , wherein the unique identifier includes a version number of the private placement document, the method further comprising:

checking a version of the private placement document provided to the potential investor; and

providing a newer version of the private placement document to the potential investor.

14. The method of claim 1 , further comprising forwarding at least a portion of the requested information relating to the potential investor to at least one of counsel and a fund administrator for review.

15. The method of claim 1 , further comprising forwarding at least a portion of the requested information relating to the potential investor to an issuer of the private placement for approval.

16. A computer readable medium having instructions thereon that when executed by a computer system causes the computer system to provide a private placement document to a potential investor in a private placement, the method comprising:

generating the private placement document in an encrypted electronic format with a computer system comprising at least one processor and operatively associated memory, wherein generating the private placement document includes labeling the private placement document with a unique identifier and wherein the private placement document comprises a subscription document;

providing the private placement document to the potential investor electronically with the computer system, wherein the subscription document is programmed to:

(i) prompt the potential investor to enter information relating to the potential investor into the subscription document;

(ii) conditioned upon the potential investor declining to enter the information relating to the potential investor into the subscription document, rendering the private placement document unreadable by the potential investor;

(iii) conditioned upon the information relating to the potential investor failing to meet a pre-determined qualification standard, rendering the private placement document unreadable by the potential investor; and

(iv) conditioned upon the potential investor failing to enter the information relating to the potential investor into the subscription document within a predetermined amount of time, rendering the private placement document unreadable by the potential investor;

electronically receiving the subscription document from the potential investor with the computer system, wherein the subscription document, when received from the potential investor, comprises the information relating to the potential investor; and

verifying with the computer system that the information relating to the potential investor is correctly entered into the subscription document.

17. The method of claim 1 , wherein the private placement document is programmed to become unusable conditioned upon the potential investor declining to enter the information relating to the potential investor into the subscription document.

18. The method of claim 1 , wherein the private placement document is programmed to become unusable conditioned upon the potential investor failing to enter the information relating to the potential investor into the subscription document within a predetermined amount of time.

19. A computer-implemented system for providing a private placement document to a potential investor in a private placement, the system comprising a computer system, the computer system comprising at least one processor and an operatively associated memory comprising instructions thereon that, when executed by the at least one processor, causes the computer system to:

generate the private placement document in an encrypted electronic format, wherein generating the private placement document includes labeling the private placement document with a unique identifier and wherein the private placement document comprises a subscription document;

provide the private placement document to the potential investor electronically, wherein the subscription document is programmed to:

(i) prompt the potential investor to enter information relating to the potential investor into the subscription document;

(ii) conditioned upon the potential investor declining to enter the information relating to the potential investor into the subscription document, rendering the private placement document unreadable by the potential investor;

(iii) conditioned upon the information relating to the potential investor failing to meet a pre-determined qualification standard, rendering the private placement document unreadable by the potential investor; and

(iv) conditioned upon the potential investor failing to enter the information relating to the potential investor into the subscription document within a predetermined amount of time, rendering the private placement document unreadable by the potential investor;

record the unique identifier at a database in communication with the computer system, wherein the unique identifier is recorded at the database in association with an indication of the potential investor;

electronically receive the subscription document from the potential investor, wherein the subscription document, when received from the potential investor, comprises the information relating to the potential investor; and

verify that the information relating to the potential investor is correctly entered into the subscription document.

Assignments (2)
ASSIGNMENT OF ASSIGNOR'S INTEREST Recorded Oct 3, 2018
From: MORGAN STANLEY
To: MORGAN STANLEY SERVICES GROUP INC.
Reel/Frame 047186/0648 →
ASSIGNMENT OF ASSIGNOR'S INTEREST Recorded Sep 9, 2005
From: SEELOS, ROBERT ROSS; BRASTAUSKAS, DAVID J.; MAK, JENNY
To: MORGAN STANLEY
Reel/Frame 016511/0070 →