The private placement is the principal alternative method of financing to an SEC registered offering. The private placement avoids registration under the Securities Act of 1933 (the “Securities Act”) with its concomitant costs and delays. It also avoids periodic reporting under the...

Few things are more perplexing for a brokerage firm than being sued by someone who is not its customer, for a security it did not sell. The prohibited sales practice formally known as private securities transactions, or more colloquially as “selling away,” often results in just that. And,...

Few new laws in recent years have inspired as much attention as the Sarbanes‐Oxley Act of 2002 (Act). The procedural and substantive requirements of the Act have, and will continue to have, far reaching impact on and implications for all issuers of securities and their officers, directors, and...

A recent study has revealed that too many financial institutions continue to fall short of first‐class compliance. They are failing to recognize and close the gap between the historical checklist approach to compliance and whatever is required to assess and mitigate the totality of risks an...

The anti‐money‐laundering provisions of the USA Patriot Act of 2001 (the “Patriot Act”) continue to cause a profound transformation in the way the United States investment industry conducts its business. Over the past year under the authority of the Patriot Act, which amended the Bank...

The passage of the Sarbanes‐Oxley Act has heightened awareness of the importance for companies to conduct internal investigations in appropriate circumstances when wrongdoing is suspected. When such an investigation is conducted, the challenges faced by the company may include whether to...

In the Spring 2003 issue of this Journal, I addressed the regulatory uncertainty surrounding the treatment of broker‐dealers’ expense‐sharing arrangements. As pointed out in that article, in 2002 the National Association of Securities Dealers, Inc. (NASD) conducted a comprehensive...

“The lot of a holder of junior preferred stock is not always a happy one,” observed the Delaware Chancery Court in Benchmark Capital Partners IV, L.P. v. Vague. It certainly wasn’t for Benchmark Capital Partners. Benchmark’s fate holds important lessons for institutions and funds that...

The securities industry is no stranger to regulatory compliance. However, the breakpoints issue is emerging as one of its latest challenges. Education and technology are an important part of the solution. A breakpoint is the level or volume of investment at which up‐front commissions on...