Investor Pitch Decks And The Law: What Needs To Be In Writing

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by PPM LAWYERS
Investor Pitch Decks And The Law: What Needs To Be In Writing

Learn what legal essentials must go into your investor pitch deck to stay compliant and raise capital confidently.

When you’re raising capital, whether for a startup, real estate syndication, or a fund, your pitch deck may be the first impression you make. But here’s the legal reality: everything you say (or fail to say) in your investor materials can have serious consequences.

In the world of private offerings, your pitch deck isn’t just a marketing tool. It’s part of your securities offering and that means it’s subject to federal and state securities laws. If it contains false or misleading information, omits material facts, or promises guaranteed returns, you’re opening the door to SEC scrutiny or worse— lawsuits from investors.

This blog will walk you through exactly what needs to be in writing in your pitch deck to stay legally compliant, build trust with investors, and protect your raise.

Why Your Pitch Deck Is A Legal Document Whether You Realize It Or Not

Most founders and sponsors see their pitch deck as a sales asset but legally, it’s much more.

In a private placement (like those using Regulation D exemptions), any communication to investors whether written, verbal, or digital, can be considered part of the offering. That means your pitch deck is subject to anti-fraud provisions under Rule 10b-5 of the Securities Exchange Act.

What this means:

  • You must not make any untrue statement of a material fact.
  • You must not omit any material fact necessary to make statements not misleading.

If your slide says, “Safe 18%+ returns,” without disclosing risks or clarifying that projections are not guarantees, you’re walking a legal tightrope.

What Must Be In Writing In Your Investor Pitch Deck

Here are the core elements that should be clearly written into your pitch deck to meet legal and compliance expectations:

1. Disclosures Of Risk

Every investment has risk. Read that again.

Include a clear statement that specific risks will be disclosed in the private placement memorandum.

Even if your full PPM goes into detail, your pitch deck should include at least a high-level summary and note that “investors should carefully review the Private Placement Memorandum for full disclosures.”

2. Clarification That This Is Not An Offer Or Solicitation

Your deck should contain a clear disclaimer that it is for informational purposes only and does not constitute an offer to sell securities. Something like:

“This presentation is for informational purposes only and does not constitute an offer to sell or a solicitation of an offer to buy any securities. Offers will only be made through official offering documents, including a Private Placement Memorandum.”

This language protects you and sets expectations upfront.

3. Legal Entity And Offering Structure

Be specific about the investment structure:

  • Is it a real estate syndication through an LLC?
  • A 506(b) fund with passive investors?
  • A Reg D 506(c) raise for accredited investors only?

This information must match what’s in your PPM. Inconsistency here is a legal red flag.

4. Use Of Funds

Investors want to know where their money is going and regulators do too.

A vague slide that says, “We’ll use the funds to grow,” won’t cut it. Provide a breakdown (or percentages) of how funds will be used: acquisition, rehab, marketing, reserves, legal, etc.

This shows transparency and protects against claims of misuse later.

5. Track Record: Be Honest And Precise

If you’re including prior project results or ROI figures, back them up.

Saying “Our last fund delivered 30%+ returns” must be provable. Also, clarify that past performance does not guarantee future results.

Inflating numbers or failing to provide context can be considered fraud.

What Not To Include In Your Pitch Deck

Knowing what not to say is just as important. Here are some common legal mistakes:

❌ Guaranteed Returns or Misleading Language

Words like “guaranteed,” “safe,” “secured,” or “can’t lose” are huge red flags. Even overly optimistic projections (“we expect this deal to triple in value”) should be labeled as hypothetical and based on assumptions.

❌ Forward-Looking Statements Without Disclaimers

If you’re showing pro formas, projections, or future growth potential, include a forward-looking statement disclaimer. For example:

“This presentation contains forward-looking statements that involve risks and uncertainties. Actual results may differ materially from projections due to various factors.”

❌ Omitting the Need for Accredited Investors (if 506c)

If you’re doing a 506(c) offering, your pitch deck must clearly state that investments are limited to verified accredited investors. Failing to clarify this can result in a Reg D violation.

How A PPM Complements Your Pitch Deck

Your pitch deck is the “sizzle,” but your PPM is the “steak.” It’s the legal backbone of your offering.

You don’t need to cram every disclosure into your pitch deck, but you must:

  • Make sure the deck is consistent with the PPM
  • Reference the PPM clearly in the presentation
  • Ensure your deck isn’t misleading without the full context of the PPM

Tip: Always have your attorney review your pitch deck alongside your PPM to ensure legal alignment before sharing with investors.

Bonus Tip: How To Present Your Pitch Deck Without Triggering Legal Trouble

Even the way you deliver your pitch deck can have legal consequences. Here’s how to protect your raise:

  • Don’t post it publicly online (unless you’re using 506(c) and have legal clearance).
  • Avoid sending it to unvetted investors who haven’t confirmed eligibility.
  • Never imply an offer is open before the full legal documents are ready.

Instead, use the pitch deck to create interest, then funnel qualified leads into a formal offering process with signed disclosures.

Final Thoughts: Your Pitch Deck Is Part Of The Offering—Treat It That Way

The biggest legal mistake founders and sponsors make is thinking their pitch deck is “just a presentation.”

In reality, it’s a key part of your capital raise and it’s governed by securities law. Every word, every chart, and every claim matters.

If your pitch deck misleads investors, even by accident, it could come back to haunt you.

The good news? You don’t have to navigate this alone. Legal review of your pitch deck and private placement documents is essential and it’s what we do every day.

Book a Free Strategy Call to Get Your Legal Docs in Place
Book a Free Strategy Call to Get Your Legal Docs in Place