News & Analysis as of

Due Diligence Private Placements

Woods Rogers

Real Estate Syndications: Legal Considerations for Syndicators (and Investors)

Woods Rogers on

Real estate syndication involves pooling funds from multiple investors to finance a real estate project. While syndication can be a profitable investment strategy, it also comes with various legal considerations and potential...more

Whitman Legal Solutions, LLC

Evaluating Real Estate Investments -- Identifying Fraud

Many years ago, a lovely older couple (I’ll call them Chris and Jamie) came to my office seeking advice about a failed real estate investment. Hoping to improve on the low interest rate offered by their bank, they had...more

Eversheds Sutherland (US) LLP

Digital Assets: The SEC’s roadmap for distribution and exams

In the span of the last five months, the Securities and Exchange Commission (SEC) and its staff have issued two statements, a risk alert and an exam priorities roadmap, all of which address digital assets in full or in part....more

Ballard Spahr LLP

Placement Agents and Due Diligence: FINRA Settles With a Placement Agent for Failure to Retain Evidence of the Process and Results...

Ballard Spahr LLP on

Summary - FINRA settled with a placement agent for failing to perform due diligence and supervise an employee in connection with the placement of securities by the placement agent in a Regulation D offering....more

White and Williams LLP

Direct Listings: Capital Liquidity, Liability and D&O Insurance Coverage Considerations

White and Williams LLP on

Direct listings have been a hot topic in the news lately, particularly in light of the recent submission of proposals to the U.S. Securities and Exchange Commission (SEC) by the New York Stock Exchange (NYSE) (and indications...more

White & Case LLP

Private Placements in Europe: Mapping the alternatives

White & Case LLP on

European Leveraged Finance Client Alert Series: Issue 7 - The term "private placement", while having a relatively settled meaning in US financings, can have a variety of meanings in Europe. White & Case's European...more

Troutman Pepper

Gotchas and What You Can Do About Them in PE Investing

Troutman Pepper on

Investors in private equity funds need to come in with their eyes open, with consideration given to where and what the pitfalls are, as well as what opportunities exist for avoiding them and perhaps improving the terms of the...more

Mintz

EB-5 Due Diligence Matters

Mintz on

Private placement offerings are an increasingly active part of the securities business. One especially complicated and emerging area of private placements is the EB-5 Investor Visa Regional Center Program. Under the current...more

Carlton Fields

SEC Charges EB-5 Brokers For Not Registering

Carlton Fields on

Multiple firms involved in the solicitation of investment capital for the Immigrant Investor Program (also known as "EB-5") have recently been charged by the SEC with acting as unregistered brokers. Neither In re Ireeco, LLC,...more

Stinson - Corporate & Securities Law Blog

Private Placement Due Diligence and Contingency Offerings Among FINRA’s 2015 Priorities

On January 6, 2015, FINRA released its 10th annual Regulatory and Examinations Priorities Letter in which it identified key areas of focus for FINRA investigations for 2015. Since the approval of FINRA Rule 5123 on June 7,...more

Morrison & Foerster LLP - JOBS Act

FINRA Regulatory and Examinations Priorities Letter

Earlier this week, FINRA published its annual priorities letter. Again, FINRA includes among the areas of concern private placements. FINRA cites particular issues relating to inadequate due diligence by broker-dealers in...more

Katten Muchin Rosenman LLP

Corporate and Financial Weekly Digest - Volume IX, Issue 6

In this issue: - SEC Division of Corporation Finance Issues Guidance on Rule 506(c) Private Placements - SEC Issues No-action Relief Regarding Registration of M&A Brokers - CFTC Issues Guidance on New...more

Burr & Forman

Suitability And The “Recidivist Broker”

Burr & Forman on

On January 2, 2014, the Financial Industry Regulatory Authority (“FINRA”) published its annual regulatory and examination priorities letter for 2014. In the publication, FINRA addressed a number of matters, including...more

Morrison & Foerster LLP - JOBS Act

FINRA’s Annual Priorities Letter

FINRA has released its annual letter highlighting its areas of focus. Quite a number of the priorities reflect market changes, and reflect FINRA’s focus on developments post-JOBS Act. For example, the letter notes that...more

Morrison & Foerster LLP - JOBS Act

FINRA Updates Private Placement Form

In its continuing quest to improve member firm due diligence in private placements, thereby enhancing investor protections (See our posts on July 7, July 24 and August 6, 2013), on August 19, 2013, FINRA issued Regulatory...more

Morrison & Foerster LLP - JOBS Act

FINRA Actions and the Due Diligence Obligations of Broker-Dealers in Private Placements

Private placements and the due diligence obligations of broker-dealers in such transactions have recently come under increased scrutiny from FINRA as part of a broader trend reflected most notably in the filing requirements...more

Broker-Dealer Compliance + Regulation

FINRA Enforcement Action Stresses Procedures for Due Diligence on Private Placements of Investment Funds

In a recent formal disciplinary proceeding, FINRA reaffirmed member firms’ obligations to maintain adequate procedures for conducting due diligence on private placements, including the review of sales materials, and systems...more

Foley Hoag LLP

SEC Adopts "Bad Actor" Disqualification for Rule 506 Private Placement Offerings

Foley Hoag LLP on

On July 10, 2013, the Securities and Exchange Commission voted unanimously to adopt a “bad actor” disqualification for Rule 506 private placement offerings under Regulation D. Rule 506(d) will prevent issuers from relying on...more

Stinson - Corporate & Securities Law Blog

Broker-Dealer Due Diligence And FINRA Exam Priorities

FINRA Chairman and CEO Richard G. Ketchum gave a speech on April 9, 2013 as part of the National Compliance Outreach Program for Broker-Dealers....more

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