The United States Securities and Exchange Commission (“SEC”) adopted amendments to the definitions of both accredited investor under Securities Act of 1933 (“Securities Act”) Regulation D Rule 501 and qualified institutional buyer (“QIB”) under Securities Act Rule 144A.
Under the new accredited investor definition, the following parties would now be considered accredited investors: (1) designated
Recently, the SEC issued a concept release to obtain input on possible changes to the offering rules. The SEC may change Regulation D private placements, Regulation Crowdfunding, secondary trading rules, the accredited investor definition and the use of private funds to raise capital, among other things.
The SEC may consider changes to the definition of
By most recent estimates, the medical marijuana business is generating at least $4.5 billion a year in revenue. Naturally, many people want to cultivate their own opportunities in this ever growing business.
Now that Pennsylvania has become the latest state to authorize medical marijuana, many people will look to invest in this industry. Some businesses
FINRA recently censured and fined a broker-dealer $175,000.00 for failing to perform appropriate due diligence and supervision regarding private placements that the firm and its registered representatives offered. This penalty should serve as a wake-up call that FINRA is taking a sharp look at the due diligence that firms perform before and after offering a
FINRA is beginning investigations into private placements. New FINRA Rule 5123 requires member firms involved in a private stock offerings to provide investors with detailed information on the transaction prior to the sale, and to file that information with FIRNA within 15 days after the first sale. The rule went into effect in December 2012.
The dog-days of summer certainly did not apply to FINRA when it initiated eight disciplinary proceedings against member firms and registered representatives over private placements. This heightened interest should serve as a warning to all broker-dealers to ensure that their house is in order before permitting private placements through the firm.
Unfortunately, the regulatory scheme
With the recently adopted FINRA Rule 5123, broker-dealers selling private placements will have to file a copy of any private placement memorandum, term sheet, or other offering document with FINRA. Further, if there are any material amendments, those amended versions of the documents will also have to be filed. These filings must be made electronically within 15 calendar days
“Big Boy Letters” are usually used to identify that the buyer in a transaction has made its own independent assessment of certain risks involved and that certain information has not been disclosed to the buyer by the seller. In particular, this means that a party is not relying upon certain representations or the lack of representations.
The