Securities Commercial Real Estate

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Properly Structured Sales and Marketing Programs for Condo Hotel Developers Are Imperative Under Salameh

Last month the Ninth Circuit Court of Appeals issued an important opinion that could establish a safe harbor to protect condominium hotels from being characterized as securities under federal and state securities laws. In...more

Optional Rental Program Did Not Transform Hotel-Condominium Units into Securities, Ninth Circuit Holds

The U.S. Court of Appeals for the Ninth Circuit has affirmed the dismissal with prejudice of a putative securities class action concerning the sale of 420 hotel-condominium units at the Hard Rock Hotel in San Diego....more

The Hard Rock Hotel San Diego -- a condo hotel -- did NOT offer "securities" according to new appellate court decision in Salameh...

Hotel Lawyers on "hotel condo" units as securities (or NOT). An important decision on when a condo hotel does NOT involve the sale of a "security" One of the most significant challenges for developers of a condo...more

Your Condo May Be Secure, But Not A Security

Two years ago, I wrote about U.S. District Court Judge Dana Sabraw’s opinion in Salameh v. Tarsadia Hotels, 2011 U.S. Dist. LEXIS 30375. The case involved the question of whether ownership interests in individual units of...more

Federal Reserve Bank of Dallas Staff Papers: How Bad Was It? The Costs and Consequences of the 2007–09 Financial Crisis

Federal Reserve Bank of Dallas Staff Papers The Costs and Consequences of the 2007–09 Financial Crisis The Financial Crisis Cost More Than $14 Trillion: Dallas Fed Study The financial crisis likely cost at least a...more

SEC Approves Advertised Rule 506 Offerings

Final regulations allowing advertised Rule 506 offerings. ...more

Waterfall Distributions for Investors – Bruce E. Methven

Managers who are organizing an investment funds....more

Treasury Secretary Testifies about CMBS Markets and Dodd Frank

On May 21, 2013, Treasury Secretary Jack Lew in his role as Chairman of the Financial Stability Oversight Council ("FSOC") testified before the House Financial Services Committee. In its annual report, the FSOC stated that...more

Hong Kong – Applying Securities Laws to Sales of Hotel Units

In a move that represents a first in Hong Kong, one of the territory's largest listed property developers, Cheung Kong (Holdings) Limited and certain of its subsidiaries have entered into an agreement with the Securities and...more

J-REIT Reform – Finance and Insider Trading Regulations

On December 7, 2012, the working group of the finance committee of the Financial Services Agency of Japan (the “Working Group”) issued its final report (the “Final Report”) with respect to the reform of the legal regime of...more

North Carolina Securities Act Claims Take Shape In The Business Court

There is little case law under the North Carolina Securities Act. But last week, in NNN Durham Office Portfolio 1, LLC v. Highwoods Realty Limited Partnership, 2013 NCBC 12, Judge Gale took several steps into that uncharted...more

Using the Reg. S Exemption for Foreign Investors

Using Reg. S is useful when the issuer does not want to be limited by the restrictions of Rule 506. With a Rule 506 offering all investors must be either accredited or sophisticated, and there is a limit of 35 non-accredited...more

Using Finders to Locate Investors – Bruce E. Methven

A number of years ago the SEC effectively banned the use of finders to locate investors for securities offerings that cross state lines. Still, a few states allow finders for their intrastate offerings (offerings made...more

Using Rule 506 for Raising Money

Helpful advice for using Rule 506 for raising money....more

Public Advertising of California Qualification by Permit Offerings

Although it takes more time and effort than other types of offerings, a California qualification by permit (25113) offering has major advantages in terms of allowing public advertising and having low investor requirements. ...more

Court Grants Preliminary Injunction in Case Involving General Partnership Interests

A California district court granted the Securities and Exchange Commission’s motion for a preliminary injunction against defendants who were selling general partnership interests in parcels of land. The court determined that...more

Attorney's Participation in a Presentation to Potential Real Estate Investors Did Not Create a Duty Actionable Under Section 10(b)...

The US Court of Appeals for the Seventh Circuit last week denied federal securities and related state law claims by a group of investors, which were brought against attorneys for statements made during a presentation...more

June 5, 2012 - The Federal Crimes Watch Daily

The Federal Crimes Watch Daily is a daily newspaper that discusses current federal criminal issues written by a federal criminal defense attorney....more

Whalen: Too Much Regulation Caused JP Morgan $2 Billion Loss [Video]

May 17 (Bloomberg Law) -- Last week JP Morgan Chase acknowledged a trading loss of at least $2 billion, fueling calls by some observers for more regulation of financial institutions. Chris Whalen, a Senior Managing Director...more

How Offerors Can Act Regarding the JOBS Act

For companies that need some form of advertising and need to raise money immediately, the California 25102(n) exemption and the Model Accredited Investor Exemption (MAIE) that approximately 30 states have adopted allow the...more

The JOBS Act and Advertising in Rule 506 Offerings

President Obama signed the “Jumpstart Our Business Startups Act” (the JOBS Act) on April 5. This bill will make it substantially easier for companies to raise money although key provisions do not take effect immediately....more

FHFA Pilot REO Sale Program

On February 27, the FHFA announced the first pilot program transaction under the Real Estate-Owned (REO) Initiative, targeted to hardest-hit metropolitan areas (Atlanta, Chicago, Las Vegas, Los Angeles, Phoenix, and parts of...more

Turkey: A bumper year for Islamic finance

The Turkish fi nancial market maintained its constant development in 2011 and recent reports from reputable international fi nancial institutions project that this development will continue in 2012. In 2011, Sukuk was...more

Turkey: Recent Changes to the Real Estate Investment Companies Regulations

Recent changes implemented by the Capital Markets Board of Turkey regarding Real Estate Investment Companies (REICs)....more

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