Legal Terms and Concepts

Frequently Asked Questions About Exempt Securities Offerings

Published on: August 11, 2018 | By Russell L. Forkey, P.A.

Do anti-fraud provisions apply?

All securities transactions, even exempt transactions, are subject to the antifraud provisions of the federal securities laws. This means that you and your company will be responsible for false or misleading statements that you or others on your behalf make regarding your company, the securities offered, or the offering. You and your company are responsible for any such statements, whether made by your company or on behalf of the company, and regardless of whether they are made orally or in writing.

The government enforces the federal securities laws through criminal, civil and administrative proceedings. Private parties also can bring actions under certain securities laws. Also, if all conditions of the exemptions are not met, purchasers may be able to return their securities and obtain a refund of their purchase price.

Registration of Dealers, Associated Persons and Investment Advisers in Florida – South Florida Securities Attorney

Published on: August 1, 2014 | By Russell L. Forkey, P.A.

Registration of Dealers, Associated Persons, and Investment Advisers in the State of Florida – South Florida Securities Attorney:

Chaper 517.12 Fla.Stat. labeled Registration of dealers, associated persons, and investment advisers provides in relevant part that:

(1) No dealer, associated person, or issuer of securities shall sell or offer for sale any securities in or from offices in this state, or sell securities to persons in this state from offices outside this state, by mail or otherwise, unless the person has been registered with the Department of Financial Regulation (“office”) pursuant to the provisions of this section. The office shall not register any person as an associated person of a dealer unless the dealer with which the applicant seeks registration is lawfully registered with the office pursuant to this chapter.

Do CFPs Have to Register as an Investment Adviser in Florida – Delary, Deerfield Beach, Boca Raton and Boynton Beach, Florida FINRA Arbitration, Litigation and Elder Abuse Attorney

Published on: August 1, 2014 | By Russell L. Forkey, P.A.

Do CFPs have to register as an Investment Adviser in Florida – Delray, Boynton Beach, Lantana, Boca Raton and West Palm Beach FINRA Arbitration, Litigation and Elder Abuse Attorney:

Any person who for compensation refers, solicits, offers, or negotiates for the purchase or sale of investment advisory services is required to be registered in Florida, regardless of their professional designation as a Investment Adviser and/or Associated Person of a broker/dealer.

Please keep in mind that this information is being provided for informational purposes only. It is not designed to be complete in all material respects. Thus, it should not be relied upon as legal or investment advise. If the reader has any questions relating to this post, you should contact a qualified professional.

Florida’s Requlation D and Rule 506 Offering Requirements – Boca Raton, West Palm Beach and Fort Lauderdale, Florida Securities Fraud and Misrepresentation FINRA Arbitration and Litigation Attorney

Published on: August 1, 2014 | By Russell L. Forkey, P.A.

Florida’s Regulation D and Rule 506 Offering Requirements – Boca Raton, Fort Lauderdale and West Palm Beach, Florida Securities Fraud and Misrepresentation FINRA Arbitration, Litigation and Elder Abuse Attorney:

What are Florida’s Regulation D and Rule 506 Offering requirements?

Regulation D and Rule 504 Public Offerings:

FAQ’s Relating to a Brokerage Account Transfer – Boca Raton, Florida Broker/Dealer FINRA Arbitration and Litigation Attorney

Published on: July 5, 2014 | By Russell L. Forkey, P.A.

Fort Lauderdale, Boca Raton and West Palm Beach, Florida Broker/Dealer FINRA Arbitration and Litigation Attorney:

FAQ’s You Should Consider Asking Before You Initiate Your Account Transfer:

Discussing the transfer process with your new firm is the best way to become familiar with the account transfer process. If the answers to your questions are not clear, ask the new firm for a written response. You should ask questions, such as:

Mutual Fund Switching – South Florida Mutual Fund Fraud and Breach of Fiduciary Duty FINRA Arbitration and Litigation Attorney

Published on: January 4, 2014 | By Russell L. Forkey, P.A.

Unsuitable and Inappropriate Mutual Fund Switching – Stuart, Hope Sound, Jupiter, West Palm Beach, Lantana, Delray Beach, Lake Worth and Boca Raton, Florida FINRA Arbitration, Mediation and Litigation Attorney:

Mutual Fund Switching:

Mutual fund switching is the moving of assets from one mutual fund to another, either within the same fund family or between different fund families. There is no charge for switching within a no-load family of mutual funds. A sales charge might have to be paid when switching from on load fund to another even within the same family of funds.

FAQ’s About Asset Allocation – South Florida Improper and Unsuitable Asset Allocation FINRA Arbitration and Litigation Attorney

Published on: December 25, 2013 | By Russell L. Forkey, P.A.

South Florida Improper and/or Unsuitable Asset Allocation FINRA Arbitration, Federal and State Court Litigation Attorney:

Asset Allocation – Asset Allociation involves dividing an investment portfolio among different asset categories, such as stocks, bonds, and cash. The process of determining which mix of assets to hold in your portfolio is a very personal one. The asset allocation that works best for you at any given point in your life will depend largely on your time horizon and your ability to tolerate risk.

Time Horizon – Your time horizon is the expected number of months, years, or decades you will be investing to achieve a particular financial goal. An investor with a longer time horizon may feel more comfortable taking on a riskier, or more volatile, investment because he or she can wait out slow economic cycles and the inevitable ups and downs of our markets. By contrast, an investor saving up for a teenager’s college education would likely take on less risk because he or she has a shorter time horizon.

Insurance Policy (Contract) Misstatement or Omission – South Florida Insurance and Investment Fraud and Misrepresentation Litigation and Arbitration Attorney

Published on: December 21, 2013 | By Russell L. Forkey, P.A.

South Florida Insurance Dispute and Litigation Attorney:

The general rule in Florida is that a misstatement in, or omission from, an application for insurance need not be intentional before recovery may be denied pursuant to 627.409. Florida Statute 627.409 provides that :

(1) Any statement or description made by or on behalf of an insured or annuitant in an application for an insurance policy or annuity contract, or in negotiations for a policy or contract, is a representation and is not a warranty. A misrepresentation, omission, concealment of fact, or incorrect statement may prevent recovery under the contract or policy only if any of the following apply:

FAQ Regarding Interpretation of Insurance Contracts, Including Annuity Contracts – South Florida Insurance Litigation and Arbitration Attorney

Published on: December 21, 2013 | By Russell L. Forkey, P.A.

FAQ’s Relative to the Interpretation of all Types of Insurance Contracts, Including Variable and Fixed Annuity Insurance Contracts – Florida Insurance Litigation and Arbitration Attorney:

Florida law requires that insurance contracts are construed according to their plain meaning and, if a policy provision is clear and unambiguous, it should be enforced according to its terms. When a contract of insurance is subject to multiple interpretations, the policy language should be construed liberally in favor of the insured and strictly against the insurer as author of the contract.

If, as an insured, you make a claim which is denied by your insurance carrier, it is imperative that you contact qualified counsel to make sure that the denial is justified. This is especially ture where the policy provision is subject to multiple interpretations.

Florida Shareholder Notice and Consent Requirements and Dissenters’ Rights – Broward and Palm Beach County, Florida Corporate and Business Litigation and Arbitration Attorney

Published on: December 8, 2013 | By Russell L. Forkey, P.A.

Florida Shareholder Notice and Consent Requirements and Dissenters’ Rights – South Florida Corporate Litigation and Arbitration Attorney:

Shareholder notice and consent requirements and dissenters’ rights statutes are intended to insure that directors do not fundamentally change the nature of the shareholders’ investments without the check and balance of informed shareholder approval, and the opportunity for dissenters to withdraw from the corporation. A critical part of Florida’s statutory scheme giving dissenters the right to withdraw from the corporation is section 607.1301(2), which defines the term “fair value” for purposes of the dissenters’ rights statute. ‘Fair value,’ with respect to a dissenter’s shares, means the value of the shares as of the close of business on the day prior to the shareholders’ authorization date, excluding any appreciation or depreciation in anticipation of the corporate action unless exclusion would be inequitable.

Please keep in mind that this information is being provided for educational purposes only. It is not designed to be complete in all material respects. Thus, it should not be relied upon as legal or investment advice. If the reader has any questions concerning the contents of this post, you should consult a qualified professional.