Private Placement Offering Memorandum Experts: Over-Subscribed!

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Private Placement Offerings Surge as Demand for Offering Memorandum Document Experts Follows Along

Whether due to improving economic conditions in the US as well as various other parts of the world, or due to technology advancements that serve as the catalyst to innovative products and services that solve legacy business challenges, the global private placement marketplace is surging. With this new era of entrepreneurship, the need for investor offering memorandum experts is likewise cascading. In Wall Street parlance, the demand for such experts is nearly “over-subscribed,” meaning the supply of capable professionals who specialize in preparing fully-compliant investor offering documents is being stretched thin. But, at least one firm within the professional services sector is addressing the investor documentation needs of forward-thinking business enterprises and they are situated neatly within the “curl of the wave”-all you need to find them is a search engine and the right key words/phrases.

Operating under the web banner OfferingMemorandum.com, the firm behind this portal is NY-based Broker Dealer LLC and with footprints in various cities across the global financial services ecosystem, they are leading the pack by making it simple and easy for broker-dealers*, captive business advisors and corporate lawyers for companies of any size and located in nearly every geographic location of the world to engage local securities law professionals and investor offering document experts who specialize in preparing preliminary offering memorandums, red herrings and final offering prospectus documents that conform to financial industry best practices and comply with local regulatory guidelines that govern investor solicitations. (*For various reasons, registered broker-dealers do not prepare the investor offering memorandum or an offering prospectus, and it is therefore incumbent on the Issuer to provide the investor offering documents.)

ryan-gorman-prospectus.com

Ryan Gorman, Prospectus.com

According to Ryan Gorman, a PR-IR-Corporate Communications expert who works with many startup companies, “While some capital markets  professionals will attribute the continued spike in private placement issuance to the ‘Trump Bump”,others will credit the evolution of the JOBS Act [the US legislation spearheaded by former President Obama intended to make the regulatory steps more simple for small companies in the US to raise capital], global macro gurus point to the rising economic tides in various regions of the globe. That said, nobody disputes the number of new companies and latter-stage funding initiatives for small, medium and large companies remains in an unobstructed uptrend.

Private Placement offerings are surging and direct IPOs are gathering steam. But, for those seeking to raise capital for a start-up or to fuel expansion for a fast-growing business, any entrepreneur worth his salt knows their first step is preparing a cogent business plan, then consolidating that blueprint into a short-form ‘pitch deck’ and once prospective investors have expressed interest in the investment opportunity, the enterprise seeking capital (aka “Issuer”) provides the investor with an offering memorandum or an offering prospectus. Simple as this process might sound, offering memorandum preparation is non-trivial and is typically performed by securities attorneys who specialize in investor offering documents. Also known as an “OM”, the offering memorandum is perhaps the most critical document, as it frames the terms and conditions of the investment, and when prepared within the context of best practices, the offering memorandum is the document that both Issuer and Investor can hang their hats on. Somewhere in the mix, the enterprise that seeks funding (also known as the Issuer) might engage a registered broker-dealer to serve as a placement-agent aka underwriter for the financing round, or the Issuer may already have identified investors and has determined there is no need to engage a broker-dealer

*Registered broker-dealers generally serve as a placement agent or underwriter for a capital raise, but typically defer to the Issuer to provide them with the investor offering documents, as such it is the obligation of the Issuer or their corporate counsel to create an offering memorandum or a prospectus. In most instances the Issuer will engage their law firm to prepare these documents, and increasingly, law firms that do not have a securities law practice will outsource or sub-contract to firms that dedicated to this type of work. As the number of private placement offerings and direct IPOs via Regulation A+ continues to grow, portals such as OfferingMemorandum.com and Prospectus.com provide a unique solution.

Deutsche Bank Steps in Doo-Doo, Again!

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Germany’s Biggest Bank Banged $12.5 mil by Finra for Hooting and Hollering via Firm’s Squawk Box

For those not following the travails of Germany’s biggest investment bank and broker-dealer Deutsche Bank, suffice to say this bank has had its full share of comeuppance throughout the past many months. If nothing stings more than getting hit with a big fat fine from Finra, the sting is more palpable when its a $12.5 million smack for hooting and hollering confidential information over a company-wide ‘squawk box.’ Below courtesy of Business Insider columnist Portia Crowe:

(Business Insider) Aug 8-Deutsche Bank allowed potentially confidential research and trading information to be broadcast over internal speakers, according to the Financial Industry Regulatory Authority, or Finra.

That body fined Deutsche Bank $12.5 million after finding that the German bank was aware that broadcasts, known as “hoots” or “squawks,” contained potentially confidential or price-sensitive information but “repeatedly ignored red flags” suggesting it wasn’t adequately supervising the loud systems.

Traders regularly communicate across desks over internal speaker systems known as “squawk boxes.”

Global consultant Private Placement Services LLC offers a full suite of professional consulting and offering document preparation services for those seeking to raise money via a private placement of debt, equity or convertible securities. To learn more, visit PPM.co

At least one registered representative of the firm communicated potentially confidential and/or material nonpublic information to customers as a result of the supervisory deficiencies, according to a filing from Finra.

That provided the recipients with a potential informational advantage over other customers.

“Deutsche Bank’s disregard of years of red flags including internal audit findings, risk assessments, and compliance recommendations was particularly egregious given the risk that material nonpublic information could be communicated over squawk boxes,” Finra’s chief of enforcement, Brad Bennett, said in a statement.

Deutsche Bank neither admitted to nor denied the charges. The full story via this link to Business Insider

Broker-Dealers Get Into Equity Crowdfunding

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May 16 2016 marks the beginning of what could be an avalanche of private equity offerings promoted via the web, and there is is an opening for broker-dealers now that equity crowdfunding is formally approved by the US SEC. It’s all thanks to the JOBS Act and SEC Regulation Crowdfund, which totals 685 pages of rules to live by for those in the U.S. Equity Crowdfunding space, including brokers and marketers working with entrepreneurs and startups that are seeking to raise money for their initiatives.

Georgia Quinn, Esq
Georgia Quinn, Esq

When it comes to preparing for today’s “May Day for Crowdfunding”, few have worked harder than the founders of legal document service provider iDisclose.com, which is led by co-founder and CEO Georgia Quinn, a glass-wall breaking securities attorney who has become a leading expert in the domain of documentation for private securities offerings and equity crowdfunding. Adding further credibility to Ms. Quinn’s stature within the space, she is Of Counsel to New York-based business and securities law firm Ellenoff Grossman & Schole LLP. That firm’s ‘name partner’, Douglass Ellenoff, Jr is also the co-founder of iDisclose.com.

While a steadily-increasing number of regulators in Europe and other regions have already embraced equity crowdfunding (led by the U.K. based on number of platforms and deal offerings), it has taken several years since the passage of the JOBS Act in  the United States for regulators to actually establish the proper goal posts for this playing field. This several-years-in-the-making planning stage, during which the U.S. Securities and Exchange Commission has been fine-tuning the regulatory regime in which private placement offerings can be ‘advertised and promoted’ to individual investors without the friction long-associated with private offerings available only to institutional and ultra high net worth investors has included the creation of a cottage industry of service providers.  Now that the advance planning for a piece of the equity crowdfunding pie has run its course and Monday May 16 is when the curtain will launch, it’s now “Ready, Fire, Aim” time. Or, to hijack another adage, “Let The Games Begin!” With that, few service providers have worked harder or longer in gearing up for “May Day for Crowdfunding” than iDisclose.com.

To read the entire story from RaiseMoney.com, click here

 

BrokerDealer Arbitration: Investors Now Beware of Being Counter-Sued

Brokerdealer.com blog update courtesy of extract from 17 Sept NYT DealBook, and reporter Susan Antilla

Cheryl Gerber for The New York Times

Cheryl Gerber for The New York Times

Ron Vaerewyck was making his way through the convention floor at the annual World Money Show in Orlando, Fla., in February 2008 when he stopped by the booth for Reef Securities of Richardson, Tex.

The brochures for Reef’s private placements in the energy industry showed an impressive track record, Mr. Vaerewyck said. By May, after a phone pitch from a Reef broker, he had made the first of several investments that would total $90,000.

After receiving an initial payment in the range Mr. Vaerewyck had expected, though, Reef’s distributions dropped from monthly to quarterly to zero. Mr. Vaerewyck, his wife, and seven other investors wound up suing Reef.

And then, much to their surprise, Reef countersued.

“They said we’d be liable for their legal expenses,” which could have been $400,000 or more, Mr. Vaerewyck said. “That’s a pretty significant piece of change for a group of retired individuals.”

Like Mr. Vaerewyck and the other Reef customers, investors who lose money in private placements face a new obstacle when they take their cases to arbitration before the Financial Industry Regulatory Authority, or Finra, as they are required to do in any dispute. The brokers they have sued are suing them back, accusing them of reneging on indemnification agreements.

The practice, which can intimidate investors already reeling from investment losses, is not widespread. About half of the at least two dozen scattered examples come from one brokerage firm — Berthel Fisher & Company, based in Marion, Iowa. But lawyers who represent investors say it could dissuade the public from making claims against brokers if the strategy were to catch on with other financial products.

“Every brokerage firm out there would do it if they thought they could get away with it,” said Michael D. Kennedy, a lawyer at the White Law Group in Chicago, who represented Mr. Vaerewyck and the other investors who were sued by Reef.

For the full story, please visit the NYT DealBook Blog:

Finra seeks to delay nontraded REIT pricing rule

Brokerdealer.com blog post courtesy of extract from industry publication InvestmentNews.com

investmentnewFinra is asking the Securities and Exchange Commission to give the independent broker-dealer industry much longer than it originally sought to implement rule changes that would give investors a clearer picture of what it costs to buy shares of a nontraded real estate investment trust or private placement.

The Financial Industry Regulatory Authority Inc. filed the changes and also sent a letter to the SEC on Friday that contained its final proposed rule changes to rule 2340, or rules affecting customer account statements.

In the letter, Finra associate general counsel Matthew Vitek asked the SEC to give broker-dealers and nontraded REIT sponsors 18 months to adjust to the new guidelines. Finra earlier this year had proposed giving the industry just six months after the SEC approves the rule to make those changes.

For the full story from InvestmentNews.com, please click here.