Tampilkan postingan dengan label Private Placements. Tampilkan semua postingan
Tampilkan postingan dengan label Private Placements. Tampilkan semua postingan
Kamis, 17 Januari 2013
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In December FINRA’s new Rule 5123 went into effect. The Rule requires members selling securities issued by non-members in a private placement to file the private placement memorandum, term sheet or other offering documents with FINRA within 15 days of the date of the first sale of securities, or indicate that there were no offering documents used. The Regulatory Notice, which includes the text of the rule is available here - Private Placements of Securities SEC Approves New FINRA Rule 5123 Regarding Private Placements of Securities.
Introduction to Private Placements
Selasa, 15 Mei 2012 0 komentarIs the economy picking up? One of SECLaw's most popular articles is getting hits like crazy. Here
Accredited Investor Definition
Senin, 14 Mei 2012 0 komentar
The question keeps coming up, so I thought a new blog post was in order. The question - what is the definition of an accredited investor for purposes of Reg D?
For years, the definitions that most are familiar with are:
The earnings definition remains the same, despite the passage of time, but the Commission is now required to review the accredited investor definition in its entirety every 4 years.
The original release is at SEC Adopts Net Worth Standard for Accredited Investors Under Dodd-Frank Act; 2011-274
The definition itself is contained in Rule 501(a) of the Securities Act of 1933.
For years, the definitions that most are familiar with are:
- a natural person who has individual net worth, or joint net worth with the person’s spouse, that exceeds $1 million at the time of the purchase, excluding the value of the primary residence of such person; OR
- natural person with income exceeding $200,000 in each of the two most recent years or joint income with a spouse exceeding $300,000 for those years and a reasonable expectation of the same income level in the current year
The earnings definition remains the same, despite the passage of time, but the Commission is now required to review the accredited investor definition in its entirety every 4 years.
The original release is at SEC Adopts Net Worth Standard for Accredited Investors Under Dodd-Frank Act; 2011-274
The definition itself is contained in Rule 501(a) of the Securities Act of 1933.
SEC Charges Executives at Clean Coal Technology Company for Misstatements to Investors
Senin, 26 Desember 2011 0 komentar
The SEC charged the former CEO and CFO at a Minnesota-based clean coal technology company for making false and misleading statements to investors. The SEC separately charged a network of brokers who sold the company’s securities without being registered with the SEC to do so. Bixby Energy Systems raised at least $43 million from more than 1,800 investors through a series of purported private placement offerings of stocks, warrants, and promissory notes during a nine-year period. The company used this capital raising activity to help fund operations, pay salaries, and pay commissions to brokers that sold Bixby securities.
The SEC alleges that Bixby’s former CEO and former CFO made repeated misstatements both verbally and in writing to investors about the company’s core product – a machine that supposedly produced synthetic natural gas through a proprietary clean coal technology. They told investors that Bixby’s coal gasification machine was proven and operating when in fact it had substantial technological defects, did not function properly, and was at risk of self-destruction. The CEO and CFO never disclosed these problems to investors.
More Private Placements Under Fire
Selasa, 22 Desember 2009 0 komentarFINRA has announced that it fined Pacific Cornerstone Capital Inc. and its former chief executive, Terry Roussel, a total of $750,000 for making misleading statements and, in some cases, omitting facts in connection with the sale of two private placements.
Private Placements are coming under increased scrutiny. These offerings, with limited registration and regulatory oversight have been the cornerstone of private capital raising for decades. In the past year or so the SEC and FINRA have been investigating numerous private placements and bringing enforcement actions.
According to press reports Pacific Cornerstone sold two deals, Cornerstone Industrial Properties LLC and CIP Leveraged Fund Advisors LLC, from January 2004 to May 2009. FINRA also says that both offerings were affiliated businesses of Pacific Cornerstone and raised close to $50 million from about 950 investors.
Those investors are undoubtedly looking for securities attorneys to represent them in litigation over these deals, and other broker-dealers should be reminded that due diligence in Reg D offerings is not simply part of the deal, it is the part of the deal that may keep your firm out of the firing line when the business model does not work out as expected.
More>>>
Private Placements are coming under increased scrutiny. These offerings, with limited registration and regulatory oversight have been the cornerstone of private capital raising for decades. In the past year or so the SEC and FINRA have been investigating numerous private placements and bringing enforcement actions.
According to press reports Pacific Cornerstone sold two deals, Cornerstone Industrial Properties LLC and CIP Leveraged Fund Advisors LLC, from January 2004 to May 2009. FINRA also says that both offerings were affiliated businesses of Pacific Cornerstone and raised close to $50 million from about 950 investors.
Those investors are undoubtedly looking for securities attorneys to represent them in litigation over these deals, and other broker-dealers should be reminded that due diligence in Reg D offerings is not simply part of the deal, it is the part of the deal that may keep your firm out of the firing line when the business model does not work out as expected.
More>>>
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