Broker-dealer regulation in connection with the sale of private fund interests has become a focus of SEC inquiry. The David Blass speech on private funds and broker-dealer registration highlights the issue. If you have internal marketing people who are getting paid transaction based compensation for selling fund interests, there may be an issue. Even if you don’t [...]
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AIFMD in the UK
HM Treasury has published its response to its first consultation on the transposition of the Alternative Investment Fund Managers Directive (“AIFMD”) in the United Kingdom. The main thrust of the AIFMD will not hit Europe for a few years, but in the meantime there will be more uniform limitations on private placements in the European Union [...]
FINRA Issues Regulatory Notice on Communications Regarding Real Estate Investments
FINRA issued Regulatory Notice 13-18 on compliance with the communications with the public rule concerning communications about unlisted REITS and other real estate investments. Among other things, FINRA is concerned about the use of pictures of real property in the marketing materials. FINRA Rule 2210 regulates broker-dealer communications with the public. Clearly, based on the [...]
Ensuring compliance in your marketing and solicitation procedures
These are my notes from the Private Fund Compliance Forum 2013. Paula Bosco, Managing Director, Chief Regulatory Counsel & CCO, New Mountain Capital, LLC Abrielle Rosenthal, Senior Principal & Senior Compliance Counsel, TowerBrook Capital Partners L.P. The JOBS Act is going to change things. We just don’t know when or how. However, most people think [...]
Fund Investing and Crowdfunding
As the Securities and Exchange Commission has been dragging its feet on new crowdfunding regulations, companies are finding a way to crowdfund using the current rules. The biggest challenge is dealing with the broker-dealer registration requirements. If you sell securities on a transaction basis, you are likelya broker-dealer and need to deal with the registration [...]
File Your Fund’s PPM With FINRA?
FINRA Rule 5123 requires each FINRA member firm that sells securities in a private placement, subject to certain exemptions, to file with FINRA a copy of any private placement memorandum, term sheet or other offering document the firm used within 15 calendar days of the date of the sale, or indicate that it did not [...]
How to Do Everything Wrong in a Securities Offering
I first looked at the First Choice Investments action by the Securities and Exchange Commission because it involved a real estate investment company. I thought it would be another to case to help me explore “What’s a Security“. Instead I found a train wreck, at least if what the SEC alleges is true. The company [...]
Make Sure Your Placement Agent is Registered
The Securities and Exchange Commission cracked down on a fund manager and its placement agent because the placement agent was not registered as a broker-dealer. The federal securities laws require that an individual who solicits investments in return for transaction-based compensation be registered as a broker. There is a fine line between a “finder” and [...]
Looking to Europe
A new regulatory regime is scheduled to impact fundraising in Europe starting this summer. The new regulatory structure known as the Alternative Investment Fund Managers Directive (AIFM) has a July 22 effective regulatory date. The effect will be felt if you are a EU-based fund manager or want to market to EU-based investors. For U.S.-based [...]
What Happens If You Violate the Ban on General Advertising and Solicitation?
I’m not planning to run late night ads for a latest security offering. But what could the Securities and Exchange Commission do about it? Keith Bishop asks: Can the SEC really create illegal actions by its own failures to comply with the law? Last year’s JOBS Act contained an explicit mandate with an explicit time [...]
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