SEC

Federal Securities

The framework for securities offering exemptions is undergoing major changes beginning March 15 that will ideally make capital formation more accessible for small businesses and entrepreneurs, while retaining protections for investors. The Securities and Exchange Commission (SEC) approved the final amendments last November after receiving input from the public on how to streamline what had …

Incoming Changes to Federal Securities Exemptions Go Live March 15: 6 Updates to Know Read More »

I’m sure we are all grateful to have 2020 behind us. 2021 will not be without its own challenges and opportunities. For the foreseeable future, the COVID-19 pandemic will continue, creating continued uncertainty in certain real estate markets. In addition, it is likely we will see a change in the nation’s political landscape. This raises …

2021 Private Lending Outlook Read More »

In August 2020, the U.S. Securities and Exchange Commission (SEC) decided in a 3-2 vote to formally amend the definition of “Accredited Investor,” which had up until that point remained nearly unaltered for more than 35 years. The updated definition significantly broadens the amount of categories of individuals and entities that have consistently exhibited the …

SEC Upgrades Accredited Investor Definition—What Impact Will it Have? Read More »

regulatory investigations

Breach of Fiduciary Duty State and federal statutes alike mandate that investment advisers conduct their business in such a way that serves their clients’ best interests. A fiduciary duty exists when an individual places their trust and confidence in another—such as a financial adviser or broker who has superior knowledge in the industry. Typically, these …

Breaking Down Breach of Fiduciary Duty & Fraud in a Securities Context Read More »

In the simplest terms, a fiduciary duty is a legal responsibility to act in another party’s best interests. From a practical perspective, determining what types of action constitute a violation of an existing fiduciary duty can be challenging. While certain instances in which a breach of fiduciary duty is clear and obvious, there are also …

Exploring Fiduciary Duties Read More »

A side letter— also often referred to as a side agreement or side letter arrangement—is an agreement that supplements, amends, or modifies main contractual provisions. In the private investment arena, the main contractual provisions are the offering documents. The side letter modifies or supplements certain portions of the offering documents, which are typically preferential to …

[COVID-19] What is a Side Letter? Read More »

On December 18th, 2019, the Securities and Exchange Commission (SEC) proposed modifications to modernize the existing accredited investor definition in the Commission’s rules, and the definition of a qualified institutional buyer in Rule 144A of the Securities Act of 1933. These standards are part of the requisite conditions for eligibility to take part in the …

SEC Requests Public’s Input Regarding Accredited Investor Definition Changes Read More »

After receiving pressure from consumer advocacy groups, the Securities and Exchange Commission is attempting to define and clarify their standard of conduct proposal ahead of the cutoff date for public comment. At the agency’s first town hall, SEC Chairman Jay Clayton said that the proposal raises securities broker’s advice obligations and provides changes to how …

SEC Says Advice Plan Changes Broker Behavior Read More »