Retrial Starts for Jefferies’ Former Bond Trader

Posted on January 4, 2017January 4, 2017 by admin

U.S. Federal Prosecutors Hope that Second Time is Charm in Case Against Bond Trader Alleged to Have Deceived Savvy Clients

(Reuters) Jan 3 – A former Jefferies Group Inc bond trader is going back on trial in federal court in Connecticut over whether he lied to customers about mortgage bond prices to boost profit. (Photo/Douglas Healey for Bloomberg)

The retrial of Jesse Litvak, with jury selection set for Wednesday and opening arguments for Thursday, comes 13 months after a federal appeals court voided his original conviction and two-year prison sentence.

But it gives U.S. prosecutors a fresh chance to crack down on alleged deceptive Wall Street sales tactics in the bond market, and could bolster cases against several other traders.

“The retrial will clear the air over whether bond traders can increase margins by falsely representing prices, which can distort trading and capital formation,” said James Cox, a Duke University law professor. “Whether someone relied on the information is irrelevant to prosecutions; it’s all about whether the underlying conduct is condemnable.”

C.J. Mahoney, a lawyer for Litvak, declined to comment, as did a spokesman for U.S. Attorney Deirdre Daly in Connecticut.

Litvak, who worked for Jefferies in Stamford, Connecticut, was charged in January 2013 with misleading customers about bond prices from 2009 to 2011.

Prospectus.com team of capital markets experts and international securities lawyers specialize in preliminary offering prospectus, secondary offering prospectus and full menu of financial offering memorandum document preparation.

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This allegedly boosted the Leucadia National Corp unit’s profit by about $2.25 million, and his own pay.

Litvak has said his customers were sophisticated investors who were “inherently skeptical” of what counterparties tell them, and would have known if he were cheating them.

Convicted in March 2014, Litvak won a reprieve from the 2nd U.S. Circuit Court of Appeals in December 2015.

That court threw out fraud accusations related to the federal bailout known as the Troubled Asset Relief Program, and said Chief Judge Janet Hall, who oversaw the trial, wrongly excluded expert testimony for the defense.

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2017 Best Practices for Private Placement Memorandums

Posted on December 30, 2016February 15, 2017 by admin

private-placement-memorandum-best-practices

With 2017 just hours away, Broker-Dealers anticipate the new year will include a resurgence of IPO activity as well as a material uptick in private placement offerings, stimulated in part by initiatives led by the Trump Administration. With this refreshing outlook, BrokerDealer.com curators will be providing a series of thought-leadership articles submitted by financial industry experts and professional service providers who counsel industry innovators and accomplished entrepreneurs. Below “2017 Best Practices for Private Placement Memorandums” is the first of weekly articles that will be posted via BrokerDealer.com..

Private Placement Memorandum: A Startup’s best friend for attracting investment.

If you are looking to raise capital for your business, you will inevitably need to utilize a document known as a private placement memorandum (PPM). This is a legal document that you can use to list down disclosures and selling points of your business for prospective investors. It is also known as offering document or offering memorandum.

When do you use a Private Placement Memorandum?

When it comes to selling equity in your company or raising capital via a debt offering for private enterprises in the United States, one needs to be more than familiar with and to follow the rules set forth by the Securities Act of 1933. This requires you to register yourself with the Securities and Exchange Commission (SEC). One of the core elements of the documents you must submit is to explain why the offering made by the business complies with SEC Regulation D, which allows exemption for some companies from registering with the SEC. Regulators in Europe and other regions typically impose similar and sometimes more rigorous standards.

Paul Azous, the Founder/CEO of Broker Dealer LLC, which operates private placement advisory firm Prospectus.com “The PPM lists down the securities being sold, the terms set by the company and numerous other elements. Also included are the disclosures according to the exemptions used, investor profiles and detailed information of the terms. It will however not include a general offer for investment, making it the perfect tool for attracting investment.”

Where to start from?

Believe it or not, many businesses that rely on PPMs tend to work with templates found online, such as the PPM library, which contains more than 10,000 actual offering documents from companies in more than 100 countries and dozens of industries. Noted Azous, “In many cases, entrepreneurs seeking to raise capital will find themselves engaging a law firm that will charge anywhere from USD $25000 to upwards of USD $50,000 to create a PPM; but those legacy fees often prove to be out-sized when considering the deliverables.”

A PPM is a serious invitation for thoughtful and focused investors who want to know about your business, its future and most important, the profits that they can earn from it. If you go for ready-to-use templates from unreliable sources, you will likely end up with a dry, conventional PPM that will have numerous legal loopholes, which in turn can get you into trouble.

There are a variety of professional services focused on creating a bespoke PPM. This document will be tailored for your business and its prospective investors. The writer will work with you directly and use the information that you provide, ensuring that the final product highlights your company, its potential and why investors should take it seriously.

When you enlist professional PPM writing services, your business will be thoroughly analyzed by experts who will have a full understanding about your enterprise, along with identification of all the legal risks that can be obstacles for investment. They will also be able to identify the best possible approach for your business under the Regulation D of the SEC.

Will my lawyer help me in creating PPM?

A Private Placement Memorandum is a legal document. Using an experienced securities lawyer or a professional service provider specializing in the creation of investor documents makes good sense. However, while the PPM serves as a legal document; it is also a business marketing tool for you to attract investors. A lawyer should be able to draft a foolproof legal document, but in many cases they will lack in the creative thinking that is required to make your PPM attractive.

Professional service providers who specialize in private offerings should offer you advice, consultancy and insight about the best practices when it comes to attracting investors. They have presumably worked on PPMs for companies across a variety of industries, and ideally have cross-border experience to address the needs of Issuers based not only in the United States, but in multiple global jurisdictions as well. By choosing the right professional consultant, you will be working with people who actually know how to leverage a PPM document to raise equity for your company.

Contributor Samuel Goldberg is a 20 year private finance and investment banking veteran who currently serves as an independent consultant and a Board Advisor to PPM Group, a global advisory with offices in New York, London, Hong Kong and Tel Aviv. His knowledge base with respect to private placement documentation, capital formation and business consulting is based on dozens of projects in which he helped negotiate term sheets for multiple public offerings and private issuances that have raised nearly USD $2.5billion for a broad spectrum of companies. Mr. Goldberg’s area of expertise encompasses Reg D, Reg S and 144A issuance, stock exchange listing services, as well as the EB5 market.

2017 Best Practices for Private Placement Memorandums

Three Charged in NYS Retirement Fund Pay-to-Play Scheme

Posted on December 21, 2016December 21, 2016 by admin

Two former bond brokers for broker-dealer Sterne Agee and an ex-PM overseeing fixed income investing for the NYS Retirement Fund were named as defendants in a pay-to-play scheme that had the brokers plying former fixed income portfolio manager with plenty of partying and prostitutes in exchange for millions of dollars in fixed income commission fees, according to the office of US Attorney Preet Bharara.

The indictment says that there was an agreement among ex PM Kang, and Sterne Agee executives Deborah Kelley and Gregg Schonhorn to pay Kang bribes in the form of “entertainment, travel, lavish meals, prostitutes, nightclub bottle service, narcotics, luxury gifts, and cash payments” among other things, in exchange for fixed-income business.

Prospectus.com team of capital markets experts and securities lawyers specialize in preliminary offering prospectus, secondary offering prospectus and full menu of financial offering memorandum document preparation. More information via this link – See more at: http://brokerdealer.com/blog/finra-trying-transparent-easy-trick/#sthash.rckLtkFf.dpuf

us_v._kang_and_kelley_indictment.pdf by Chris Bragg

The value of the alleged bribe was more than $1 million, Bharara’s office said, including such gifts as trips to New Orleans and Montreal, a ski trip to Park City, Utah, a $17,400 luxury wrist watch, tickets to Broadway shows and the U.S. Open, cocaine and crack cocaine, as well as thousands of dollars for strippers and prostitutes.

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Kang steered more than $2 billion in fixed-income business to the brokers, the indictment says, which resulted in millions in commissions.

(Reuters)-Dec 21 U.S. prosecutors on Wednesday accused a former portfolio manager at New York state’s retirement fund of steering $2 billion in trades in exchange for bribes from brokerage employees, in the latest pay-to-play case to rock the fund.

Navnoor Kang

Navnoor Kang, the ex-director of fixed income at the New York State Common Retirement Fund, was charged in an indictment filed in Manhattan federal court along with Deborah Kelley, a former Sterne Agee Group Inc managing director. Gregg Schonhorn, another broker-dealer whom prosecutors said paid bribes, was charged in related court filings (Reporting by Nate Raymond and David Ingram)

More Securities law news courtesy of Law360.com ….

BREAKING: Ex-Blackrock Exec Jailed In UK For Insider Trading

A former Blackrock investment manager was sentenced to 12 months in prison by a London court on Wednesday for insider dealing stemming from trades in energy companies in 2011, in another win for the Financial Conduct Authority.
December 20, 2016

Texas Man Charged With Bilking Investors In Ponzi Scheme

A Texas financial adviser was arrested Monday on charges he cheated investors out of $6 million by selling unregistered securities in a purported digital advertising company that was really a Ponzi scheme, the Texas State Securities Board said.
December 20, 2016

Chancery Mulls Largest Incentive Award Ever In Occam Case

The Delaware Chancery Court opened a rare trial Tuesday for a so-called incentive award for the lead plaintiff in the class action that challenged Occam Networks Inc. merger with Calix Inc., which proposed at roughly $3 million is believed to be largest of its kind in the court’s history.
December 20, 2016

RPM International Can’t Move SEC Suit Over $61M Deal

A Washington, D.C., federal judge refused to move the U.S. Securities and Exchange Commission’s suit accusing government contractor RPM International Inc. of failing to account for a nearly $61 million settlement, saying Tuesday the Ohio company hadn’t proven it would be more conveniently heard elsewhere.
December 20, 2016

SEC, MSRB Fight GOP’s Challenge To New Pay-To-Play Rule

The U.S. Securities and Exchange Commission and the Municipal Securities Rulemaking Board told the Sixth Circuit on Monday that it doesn’t have jurisdictional standing to consider the Republican Party’s challenge to new rules that increase pay-to-play restrictions on municipal advisers, saying the rules were created “by congressional will” and not by a final SEC order that can be appealed.
December 20, 2016

Neustar Settles SEC Investigation Over Severance Clause

Technology company NeuStar Inc. has agreed to pay $180,000 to end allegations that it violated a whistleblower protection rule by restricting what former employees were allowed to say about the company, the Securities and Exchange Commission announced Monday.
December 20, 2016

Energy Co. To Pay SEC $1.4M Over Whistleblower Firing

The U.S. Securities and Exchange Commission reached its first settlement over internal-whistleblower retaliation Tuesday, with an Oklahoma energy company agreeing to pay $1.4 million, subject to a bankruptcy plan, to resolve claims it fired a worker for whistleblowing and used restrictive separation agreements.
December 20, 2016

SIFMA, ABA Air Worries Over CFTC Cross-Border Swaps Rule

The Securities Industry and Financial Markets Association, the American Bankers Association and other swap market interest groups urged the U.S. Commodity Futures Trading Commission on Monday to hit the brakes on proposed definitions for U.S. and foreign entities under cross-border swap rules, underscoring potential harm to the U.S economy and potential regulatory overreach.
December 20, 2016

Schulte Roth Withdraws As Patriarch’s Counsel In Zohar Suit

Schulte Roth & Zabel LLP told a New York federal judge Tuesday that it will no longer represent Lynn Tilton’s Patriarch Partners in a breach of contract case against investment funds previously managed by Patriarch, citing “irreconcilable differences.”
December 20, 2016

Chancery Won’t Revive Suit Over OM Group’s $1B Apollo Sale

Delaware’s Chancery Court has said it will not allow OM Group Inc. shareholders to reargue their recently dismissed suit targeting the company’s board members over its $1 billion buyout by Apollo Global Management, finding that the court adequately considered the evidence at hand.
December 20, 2016

Tokai Hopes To Move $97M Suit Over IPO To Mass. Fed. Court

Tokai Pharmaceuticals Inc. Monday sought to move a putative class action by investors claiming it withheld important drug testing information prior to its $97 million initial public offering to a Massachusetts federal court Monday.
December 20, 2016

4th Circ. Says FINRA Challenge Must Go To SEC First

The Fourth Circuit on Tuesday found microcap broker-dealer Scottsdale Capital Advisors Corp. can’t challenge the Financial Industry Regulatory Authority’s power in federal court, because Congress gave exclusive review of FINRA rules and decisions to the U.S. Securities and Exchange Commission.
December 20, 2016

Citibank Renews Bid To Dodge $2.3B RMBS Class Action

Citibank NA on Tuesday again asked a New York judge to toss a proposed class action accusing the bank of ignoring pervasive problems with residential mortgage-backed securities, saying precedent from a recent state appellate ruling supports its contention that the suit is inadequately pled.
December 20, 2016

Bondholders Dismissed From Bank Libor Conspiracy MDL

A New York federal judge Tuesday dismissed a class of bondholders from multidistrict litigation accusing big banks of rigging the London Interbank Offered Rate, saying their alleged antitrust injuries were not caused by the banks.
December 20, 2016

Bankrupt Oil Co. Gives Preferred-Share Action The Slip

A Manhattan federal judge dismissed a class action lawsuit against New Source Energy Partners LP and underwriters over the company’s $40 million 2015 preferred-share offering Monday, finding that the bankrupt oil and gas portfolio’s risk-disclosures were “precise” and “exhaustive” and did not run afoul of the securities laws.
December 20, 2016

Morgan Stanley Pays $7.5M For Customer Protection Offenses

Morgan Stanley & Co. LLC agreed to pay $7.5 million Tuesday to settle allegations it violated the U.S. Securities and Exchange Commission’s Customer Protection Rule when using customer cash as collateral on loans used to finance hedging swap trades.
December 20, 2016

Del. Supreme Court Upholds Chancery On TC Pipeline Case

Bare claims of unfairness cannot overcome a partnership’s valid “special approval” shields for company decisions, Delaware’s Supreme Court said Monday in a ruling that rejected a master limited partnership member’s appeal of a losing challenge to a $446 million TransCanada Pipelines deal.
December 20, 2016

$2.5M CFTC Spoofing Settlement Gets Green Light

An Illinois federal judge on Tuesday signed off on a deal that settles a yearlong legal dispute between the U.S. Commodity Futures Trading Commission and a Chicago-based trader accused of placing spoof bids on futures markets and who has now agreed to pay $2.5 million to resolve the suit before a trial.

FINRA Trying to Be More Transparent; No Easy Trick

Posted on November 19, 2016 by admin

Brokerdealer regulator FINRA trying to be more transparent is no easy trick considering that its constituency is often conflicted when it comes to the topic of disclosure and visibilty, but industry veteran Tom Gira, EVP of Market Regulation is putting his best foot forward.

(Traders Magazine) –Nov 19–The Financial Industry Regulatory Authority is right on top of the evolving financial market structure and to that end, has announced new initiatives designed to increase market transparency.

The Financial Industry Regulatory Authority is right on top of the evolving financial market structure and to that end, has announced new initiatives designed to increase market transparency.

Thomas Gira, Executive Vice President, Market Regulation at FINRA, laid out the regulator’s future plans in remarks made Tuesday, November 15 at the Inaugural Traders Magazine Equity Market Structure Town hall forum at the Upper Story in New York City. In speaking to the audience, he assured that the group is on top of changes in the market and seeks to continue to provide clarity, guidance and transparency into the trading markets.

Tom Gira, FINRA EVP Market Regulation

Gira provided a brief recap of what initiatives have already been put into place, creating a “multi-faceted safety net for the markets and are designed to promote investor confidence.” Among the changes, he told of how regulators adjusted the market-wide circuit breakers, which give market participants an opportunity to assess their positions, valuation models and operational capabilities when extreme periods of volatility occur. On top of that, the marketplace now has a limit up/limit down regime, which addresses the type of sudden individual stock-price movements that the market experienced during the May 2010 flash crash.

Also, he reminded that the Securities and Exchange Commission has also passed the Market Access Rule, which requires firms entering orders into the market, or allowing their customers to enter orders into the market, to have pre-trade controls to avoid erroneous and duplicative orders and to establish pre-trade capital and credit controls on orders entered into the market, among other things. And most recently, the SEC implemented Regulation SCI to strengthen the technology infrastructure of the U.S. securities markets.

“In sum, I think we are rightly focusing on the evolution of the market more than whether there is something seriously wrong with the market,” Gira said. “So in that vein, I would like to focus on how FINRA is working to stay ahead of issues through our focus on transparency and by making use of innovative technology in our surveillance programs.”

Among the new transparency initiatives, FINRA is continuing to look at ways to expand its Trade Reporting and Compliance Engine, or TRACE, which looks at the trading of corporate bonds and their trade data, including the price and size. The system is now looking at expanding TRACE to include transaction and quote data for the $13 trillion Treasury market.

“There is currently no centralized trade reporting system for Treasuries. Regulators, including FINRA, the SEC, the Treasury Department and the Federal Reserve Board, have taken steps to implement a transaction-reporting regime for Treasuries,” he said. “Starting next July, firms will have to report certain transactions in Treasury securities to TRACE.”

At this time, he added FINRA will not disseminate information on transactions in Treasuries. This new requirement will significantly enhance the ability of FINRA and other regulators to understand trading activity in Treasury securities.

To continue reading this story by John D’Antona, Jr from Traders Magazine, click here

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Boutique Broker-Dealer Makes Veterans Day Month Pledge

Posted on November 1, 2016 by admin

Mischler Financial Group Annual Veterans Day Month Pledge: Three Philanthropic Missions;

Securities Industry’s Oldest SDV-Owned Firm Gives Back and Pays Forward

(AP Newswire) Stamford, CT & Newport Beach, CA –November 1, 2016 —Veterans Day is observed by Americans each year on November 11; the day that is dedicated to honoring and extending our gratitude to the millions of men and women who have served within the US military. At Mischler Financial Group (“Mischler”), the financial industry’s oldest institutional brokerage and investment bank owned and operated by service-disabled veterans, Veterans Day is observed every day, and each November Mischler pledges a percentage of the entire month’s profits to carefully-vetted charitable organizations that support veterans and their families in recognition of this national holiday.

To honor Veterans Day Month 2016, Mischler Financial Group has made a financial pledge to three separate organizations that go above and beyond the call of duty to support military veteran families and local communities. Those 501c3 organizations are Bob Woodruff Foundation, The Johnny Mac Soldiers Fund and Buildon.org.

Stated Dean Chamberlain, Chief Executive of Mischler Financial, a 20-year veteran of the securities industry and a U.S. Military Academy at West Point alumni, “There are now more than 20 million Americans who have served with integrity and honor in the US Armed Forces, yet when transitioning back to civilian roles, too many are encountering challenges as they seek higher ground. The Mischler Financial year-round philanthropic mission is dedicated to the military veteran community at large, and Veterans Day Month provides a special opportunity for our trading desk and our clients to work together to give back and pay forward to the veteran community in ways that can truly help change lives for the better.”

Added Chamberlain, “This past May, we made our Memorial Day Month pledge to crowdfund campaign Veterans Education Challenge, as we believe that advanced education is a core component to both personal and professional success. The organizations that we have pledged our Veterans Day Month support to provide equally unique runways by which veterans can further bolster their knowledge base and self-confidence, and in turn, help them to more easily target and capture opportunities as they advance forward.”

About The Bob Woodruff Foundation (501c3)

Mission Statement: Founded in 2006 by ABC News reporter Bob Woodruff and his wife Lee after Bob was hit by a roadside bomb while covering the war in Iraq. The Bob Woodruff Foundation has led an enduring call to action for people to stand up for heroes and meet the merging and long-term needs of today’s veterans. To date, BWF has invested more than $33 million to find, fund and shape programs that have empowered more than 2.5 million impacted veterans, service members and their families. To learn more, visit their website

About The Johnny Mac Soldiers Fund (501c3)

Mission Statement: Committed to providing support to those most affected by the Global War on Terror. Assistance includes: College scholarships and grants; Financial aid for professional certification programs and non-degree programs; Educational career counseling and mentorship. To learn more, visit their website.

About Buildon.org (501c3)

Mission Statement: To break the cycle of poverty, illiteracy and low expectations through service learning programs in many of America’s most under-resourced high schools. Buildon.org is dedicated to engaging and training high school students in the country’s most challenging urban areas by providing those students with the tools to proactively advance programs that can better the quality of life for members of their communities who are in need. To learn more, visit their website.

About Mischler Financial Group Inc.

Established in 1994, Mischler Financial Group, Inc. (“Mischler”) was the first broker-dealer certified as a Service-Disabled Veteran owned Business Enterprise (SDVOBE).Since that time, Mischler has become widely-recognized by Fortune corporate treasurers, public pension sponsors and the industry’s leading institutional investment managers for “punching above its weight class” while serving as a boutique investment bank and conflict-free institutional brokerage. Mischler is unique among its peers for its capital markets capabilities, as well as the firm’s year-round advocacy and support of veteran-centric causes. Mischler maintains offices in 8 major cities and is staffed by more than 55 securities industry veterans whose expertise extends across virtually all primary and secondary debt and equity capital market silos. In addition to traditional DCM and ECM services and secondary market best execution, Mischler administers corporate share repurchase programs for leading Fortune companies, cash management for government entities and corporations, and asset management programs for liquid and alternative investment strategies. The firm’s website is www.mischlerfinancial.com

For Additional Information:

Attn: Office of the Chief Executive

Email: [email protected]