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October 2012

Drafting Disclosure Documents to Protect Against Material Omissions in Securities Offerings

by on October 31, 2012

Happy Halloween to all our readers!

Earlier this month, we wrote about the dangers of material omissions in private placement offerings. Basically, if you’re selling stock in your company, you need to disclose all information necessary for an investor to make an informed decision. For example, if you forget to mention that your company is about to lose half its customer base, your investors can sue for rescission, allowing them to get all their money back plus interest.

How do you make sure that you don’t forget to disclose important information to your… Read the rest

Former Amazon Exec Sued For Going to Work for Google

by on October 30, 2012

When you sign a non-compete agreement in exchange for $325,000 as part of a severance agreement, you should avoid going to work for your prior employer’s rival (at least for awhile).

Former Amazon executive, Daniel Powers, signed a severance deal that he would not go work for the competition for at least 18 months. In exchange, Powers received $325,000. Rather than avoiding the “competition” and enjoying his severance pay, four months later Powers decided to accept a new job with Google, as the director of cloud platform sales.

While non-competes are not valid in California, the lawsuit that was filed… Read the rest

FINRA Fines NEXT For Inadequate Private Placement Due Diligence

by on October 29, 2012

The Financial Industry Regulatory Authority (FINRA) fined NEXT Financial Group for failing to perform reasonable investigations during the due diligence phase of the private placement offering by Provident Royalties. As a result of NEXT’s failure, investors lost hundreds of millions of dollars. NEXT will pay a $50,000 fine and $2 million in restitution to its clients. Furthermore, the SEC has accused Provident of committing fraud, and as least one of Provident’s brokers has admitted to these allegations.

As we discussed last week, due diligence requires a reasonable investigation of all the “material” facts before entering into any agreement with another… Read the rest

iVLG News Roundup Week 41: Recent Case, Regional Real Estate News

by on October 26, 2012

Recent Cases

Class Action against Mobile App developer Path
In early 2012, Path was sued for alleged surreptitious collecting of mobile device address books and installation of tracking software. Path moved to dismiss the claims for lack of standing and for failure to state a claim. The court ruled that there was proper standing, but Path was successful in dismissing some of the claims. The court dismissed for failure to state a claim the plaintiff’s claims under the Electronic Communications Privacy Act, Stored Communications Act, California wiretapping statute, and state common law privacy, conversion and trespass.

However, plaintiff’s claims for… Read the rest

Changes On the Horizon for Filing Private Placement Memoranda

by on October 22, 2012

Beginning on Monday, December 3, 2012, members of Financial Industry Regulatory Authority (FINRA) must file a copy of any private placement memorandum, term sheet, or other offering document used within 15 calendar days from the date the sale took place; the filer will have a continuing obligation to file any materially amended versions of the offering documents; if no offering documents are used, it must indicate that it did not do so; and filings must be made electronically with FINRA through the… Read the rest

FINRA Guidance for Private Placement Due Diligence

by on October 19, 2012

If you’ve been following securities regulation over the past three years, you’ve likely noticed the increased FINRA scrutiny on private placement due diligence. Especially with respect to broker-dealers, the Financial Industry Regulatory Authority has cracked down on numerous firms that fail to take reasonable steps to investigate issuers before recommending an issuer’s securities to the broker-dealer’s  clients. There is the potential for an increase in private placements due to the recent legislation passed, the JOBS Act. Today’s… Read the rest

Material Omissions in Private Securities Offerings

by on October 18, 2012

Under Washington law (RCW 21.20.010), it is unlawful for any person to, in connection with the offer, sale or purchase of any security, directly or indirectly make any untrue statement of a material fact or to omit to state a material fact necessary in order to make the statements made, in the light of the circumstances under which they are made, not misleading.

Restated, someone selling an interest in a company to an investor cannot lie about or fail to disclose an important fact. If the securities issuer makes an untrue statement or omission, the investor may… Read the rest

iVLG News Roundup Week 40: Mergers & Acquisitions, Securities Regulation, and Housing

by on October 17, 2012

Mergers and Acquisitions

Exxon Mobil Buys Canadian Oil and Gas Company
Oil giant Exxon Mobil agreed to terms on Wednesday to purchase Canadian oil and gas company Celtic Exploration. Exxon is paying roughly $3.1 billion in cash and stock. Exxon has been actively seeking to expand its presence in the energy-rich shale that is in western Canada.

The deal includes Exxon paying about $24.5 Canadian dollars ($24.92 USD) per share, which is roughly 35 percent above the Canadian company’s closing price. Celtic investors will also receive .5 of a share in a new company that will be led by… Read the rest

Private Placements: A Look into the Nature of Offerees

by on October 16, 2012

Typically, when you sell a security you must register the sale with the Securities and Exchange Commission (SEC). However, Section 4(2) of the 1933 Act exempts “transactions by an issuer not involving any public offering.” In these transactions, better known as private placements, the 4(2) exemptions apply to accredited investors, who are deemed by the SEC to be  sufficiently sophisticated and have sufficient bargaining power so as not to require the protection afforded by federal registration, as well as institutional investors who have obvious sophistication and bargaining power. You can learn more… Read the rest

September Market Reports for Greater Seattle Area Real Estate (post 3)

by on October 15, 2012

The following article was written by two real estate investment brokers at Kidder Matthews. Jason Rosauer and Rob Anderson (collectively Team Rosauer) lead an investment brokerage team that specializes in property sales of office, industrial, and retail buildings, as well as land development sites throughout the West Coast. They also publish monthly market reports that detail the commercial real estate market in the greater Seattle area. The report offers an inside look at the current real estate trends around Seattle’s neighborhoods and projections for future trends. We’ve broken up the Team Rosauer September… Read the rest

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