Amendments to Rules 144 and 145– A Source of Additional Revenues?
Rules 144 and 145, since 1990 providing a method for sales of restricted and control securities, were amended by the Securities and Exchange Commission (“SEC”) effective February 15, 2008. Reasons for...
View ArticleBusiness Memo: Defending Against Allegations of Unsuitability — Part II: The...
The most frequent allegation brought against broker-dealers and RRs is that of “unsuitability” of recommendations. We discussed avoiding unsuitable recommendations in our July 2003, February 2004 and...
View ArticleYou Should Exchange Your Briefs
Your pre-mediation briefs, that is. It is generally agreed among lawyers that some amount of information must be possessed by both disputing parties to a mediation, if the mediation is to result in...
View ArticleThe St. Louis Broker-Dealer: June 2010
To the St. Louis region small broker-dealers, compliance officers, legal officers and banks with securities related activities: We present the twelfth issue of our newsletter. Social Media – Linked In,...
View ArticleSecurities Law Enforcement Reacts to the Crisis: Congress, the Courts and the...
I recently published an article discussing the reactions of each of the three branches of government to the economic crisis which became so evident in mid-2008 (Soraghan, Joseph, “Securities Law...
View ArticleCrowdfunding – Good and Not So Good
On November 3, 2011, with a bi-partisan 407-17 vote the U.S. House of Representatives passed the Entrepreneur Access to Capital Act (H.R. 2930 and the “Access to Capital for Job Creators Act” H.R....
View ArticleQuick! . . . Mediate That Business Divorce!
One of the officers of a corporate client calls. You note the distress in his voice immediately. He tells you that a dispute has arisen between the major shareholder factions of the company, and he...
View ArticleWhither the Joint Session
Recently I represented a client in a mediation at which the mediator – from New York – told me that he would not hold a “joint session” (i.e., a discussion in which all the parties or their...
View ArticleEntrepreneurs Are Closer to Mass Media “Private” Offerings – The SEC’s...
Under present rules, entrepreneurs may not use the Internet, or even less powerful methods of mass media, to seek investors in their offerings. Under a proposal made August 29, 2012 by the Securities...
View ArticleSometimes It’s Good to Have the DTs (That Is, Decision-Tree Analyses)
In my Med-Arb Memo of August 2010, I pointed out that a formal mediation session actually should be considered as just one part of a possible multi-part process. I just read an interesting article...
View ArticlePrivate Placement Broker-Dealers
Both federal and state securities laws require registration of “every person engaged in the business of effecting transactions in securities . . . . ” And such registration, of course, requires that...
View ArticleNew NASD Code of Arbitration for Customer Disputes is Effective
The long-awaited new NASD codes of arbitration became effective April 17, 2007. They are reorganized into three different codes: member-customer disputes, industry disputes and mediation. We will...
View ArticleBusiness Memo: Defending Against Allegations of Unsuitability – Part I
As pointed out in our July, 2003 issue, far and away the most frequent allegation brought against broker-dealers and RRs is alleged “unsuitability” of recommendations by RRs. As also pointed out in...
View ArticleEarly Stage Financing: Offerings Exempt From Registration Requirements
I. The Requirement for Registration or Exemption Every offer and sale of a “security” must be registered or the issuing company must bear the burden of proving an exemption from the registration...
View ArticleHoly Moses, Batman! They’ve Stolen Our Private Placement Exemptions!
The Basic Requirements: Early History Any sale of a security to a Missouri resident must either be registered with the U.S. Securities and Exchange Commission (“SEC”) and the Missouri Securities...
View ArticleSelling Away: You and Your RR Can Both Be Honest and Still Be Liable to...
“Selling away”, as you know, occurs when an RR invests his client’s money without doing so at or through the brokerage firm at which he is employed. Although it occurs in all types of brokerage...
View ArticleBusiness Memo: Are You A Fiduciary? Why Do You Care?
A lawn care service company sells products and provides services. Registered representatives (“RRs”) and broker-dealers (“B-Ds”) also provide services and sell products (securities, etc.) to their...
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