Articles Posted in Private Securities Transactions

CONTINGENCY OR BEST EFFORTS OFFERING:

Securities and Exchange Act Rules 10-b9 and 15c2-4 contain requirements that must be satisfied in “Contingency” or “Best Efforts” offerings.  FINRA (the Financial Industry Regulatory Authority) has provided guidance to broker/dealers regarding the requirements of these rules and to remind broker-dealers of their responsibility to have procedures reasonably designed to achieve compliance with these rules.

Broker-dealers that participate in best efforts public and private securities offerings that have a contingency (i.e., an underlying condition or qualification that must take place by a specified date prior to the issuer taking possession of the offering proceeds) must safeguard investors’ funds they receive until the contingency is satisfied. If the contingency is not met, broker-dealers must ensure that investors’ funds are promptly refunded.  There are various contingencies that might need to be satisfied in addition to meeting a subscription amount.

Peter David Holler (CRD #838897, Bristol, Tennessee):

Recently, the Financial Industry Regulatory Authority announced that Peter David Holler executed an Acceptance, Waiver and Consent in which Holler was assessed a deferred fine of $10,000, suspended from association with any FINRA member in all capacities for two years and ordered to pay $49,790, plus interest, in deferred disgorgement of commissions received.

Without admitting or denying the findings, Holler consented to the sanctions and to the entry of findings that he engaged in a series of private securities transactions without providing notice to, or obtaining approval from, his member firm prior to participating in these private securities transactions. The findings stated that Holler solicited investors to purchase promissory notes in a purported real-estate investment fund. Ultimately, Holler sold approximately $1.39 million in the promissory notes to individuals, nine of whom were the firm customers. Holler received $49,790 in commission in connection with these transactions. Holler also purchased approximately $75,100 of the promissory notes for himself.

Mid Atlantic Capital Corporation – Private Securities Transactions – West Palm Beach, Florida FINRA Arbitration Attorney:

Mid Atlantic Capital Corporation (CRD #10674, Pittsburgh, Pennsylvania) recently submitted an AWC in which the firm was censured and fined $100,000 by FINRA. Without admitting or denying the findings, the firm consented to the sanctions and to the entry of findings that it failed to adequately supervise the private securities transactions of two registered representatives.

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Garyn Ian Angel – Boca Raton, Florida FINRA Prohibited Private Securities Transaction Arbitration and Litigation Attorney:

The Financial Industry Regulatory Authority, Inc. (FINRA) is a self-regulatory authority assigned the responsibility, by the Securities and Exchange Commission, to license, regulate and discipline securities broker/dealers and their employees, including account executives. In the event that FINRA elects to institute an enforcement action, firms and licensed individuals have the responsibility to reflect such action on their U-4 and/or U-5 filings, which can be viewed on the FINRA website under the broker-check section of the site or by viewing the monthly disciplinary information also provided on the FINRA site.

The monthly disciplinary information is referenced on the FINRA site generally in alphabetical order. This post relates to the following company or individuals. If the reader would like to review the entire FINRA release or the broker-check information concerning this matter, you can follow these highlighted links:

Public Company Going Private – South Florida Securities and Investment Attorney

Public Company Going Private:

A publicly held company generally means a company that has a class of securities that is registered with the Securities and Exchange Commission because those securities are widely held or traded on a national securities exchange. When a public company is eligible to deregister a class of its equity securities, either because those securities are no longer widely held or because they are delisted from an exchange, this is known as “going private.”

Ricky Eugene Bell – Boca Raton, Florida Unapproved Private Security and Unauthorized Loan Transaction FINRA Arbitration Attorney:

The Financial Industry Regulatory Authority, Inc. (FINRA) is a self-regulatory authority assigned the responsibility, by the Securities and Exchange Commission, to license, regulate and discipline securities broker/dealers and their employees, including account executives. In the event that FINRA elects to institute an enforcement action, firms and licensed individuals have the responsibility to reflect such action on their U-4 and/or U-5 filings, which can be viewed on the FINRA website under the broker-check section of the site or by viewing the monthly disciplinary information also provided on the FINRA site.

The monthly disciplinary information is referenced on the FINRA site generally in alphabetical order. This post relates to the following company or individuals. If the reader would like to review the entire FINRA release or the broker-check information concerning this matter, you can follow these highlighted links:

South Florida, including Boca Raton, Delray Beach, Lantana, West Palm Beach and Fort Lauderdale, Florida Accounting Fraud, Misrepresentation and Negligence Litigation Attorney:

California-Based Telecommunications Equipment Firm and Two Former Executives Charged in Revenue Recognition Scheme

The Securities and Exchange Commission recently announced charges against a Newport Beach, Calif.-based telecommunications equipment company and two former executives accused of improperly recognizing as revenue more than a million dollars’ worth of inventory that was shipped to a Florida warehouse but not actually sold.

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:

The Financial Industry Regulatory Authority, Inc. (FINRA) is a self-regulatory authority assigned the responsibility, by the Securities and Exchange Commission, to license, regulate and discipline securities broker/dealers and their employees, including account executives. In the event that FINRA elects to institute an enforcement action, firms and licensed individuals have the responsibility to reflect such action on their U-4 and/or U-5 filings, which can be viewed on the FINRA website under the broker-check section of the site or by viewing the monthly disciplinary information also provided on the FINRA site.

The monthly disciplinary information is referenced on the FINRA site generally in alphabetical order. This post relates to the following company or individuals. If the reader would like to review the entire FINRA release or the broker-check information concerning this matter, you can follow these highlighted links:

June 2014 Disciplinary and Other FINRA Actions

Boca Raton, Boynton Beach, Delray Beach, West Palm Beach, Lantana, Florida Private Placment and Private Investment Fraud, Misrepresentation and Mismanagement FINRA Arbitration and Litigation Attorney:

Securities and Exchange Commission v. Gaeton S. Della Penna et al., Civil Action No. 8:14-CV-1203T30MAP

The Securities and Exchange Commission recently filed charges against Gaeton “Guy” S. Della Penna of Sarasota, Florida for engaging in a scheme to defraud investors who purchased securities in his private investment funds.

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