Friday, September 11, 2009

Private Placement

It's early on a Friday morning, and--as usual--I'm looking through FINRA disciplinary actions and regulatory notices. I see that a firm in Okoboji, Iowa was fined $30,000 for doing "private placements" improperly. Remember that a firm can not, by definition, be doing a private placement if they're calling up a bunch of people they don't know. As FINRA indicates,
"The findings also stated that, in order to comply with Regulation D, the firm was required to have a substantive and preexisting relationship with each investor prior to the time that, acting through its representatives, it offered the company’s investment to prospective investors. The findings also included that the firm used the means of interstate commerce to offer and effect these transactions, engaging in a general solicitation with respect to the offering and, therefore, participated in the sale of unregistered securities."
Oops. Remember that to escape the registration requirement on the offering of securities, the SEC insists that the private placement is actually, you know, private. If you want to solicit a bunch of people, you're doing a public offering and must, therefore, register the stock, deal with the cooling off period, etc.

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