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Kim Kardashian Charged With Violation of Securities Laws
In a press release (#2002-183), issued by the Securities and Exchange Commission (SEC) on October 2, 2022: The SEC announced charges against celebrity Kim Kardashian for promoting a crypto asset security on social media without disclosing that she was paid $250,000 to...
New Report Highlights Consequences of Not Following Securities Regulations
The statistics in the recently released NASAA (North American Securities Administrators Association) 2022 Enforcement Report only serve to reinforce the need for syndicators and fund managers to be meticulous in adhering to SEC and state rules regarding securities....
‘Eviction Cloud’ Expected to Have Nationwide Fallout
An “eviction cloud” that is likely to have dramatic impact not only on tenants but also rental property owners hangs over Florida, as described in a recent entry on the Business Law Section Blog of the Florida Bar. But investors and property owners throughout the...
Court Ruling Spotlights ‘Cryptocurrency as Securities’ Question
A 2020 court ruling is providing more clarity to the question of when digital assets are subject to securities laws and serves as notice to issuers and investors alike of increased enforcement efforts by the SEC in cryptocurrency cases. U.S. District Judge Alvin...
SEC ‘Blacklist’ Shines Spotlight on Companies Making False Claims to Investors
Did You Know that the U.S. Securities and Exchange Commission (SEC) maintains a list with the names of companies that “falsely claim to be registered, licensed and/or located in the U.S.” while soliciting U.S. investors? What’s unbelievable is that there are even...
Apartment Sector Could See a Sell-Off During Q1-Q2 2020
As the 2020 presidential election looms, apartment sales could take off during the first half of the year. Given that a new advisory study released by the National Apartment Association (NAA) and the National Multifamily Housing Council (NMHC) indicates a “significant...
What’s the Difference Between a Broker-Dealer and an Investment Adviser?
As more Americans become actively involved in investing to help fund their portfolios for retirement, education or other needs, the question arises: What type of financial professional is best suited to help? To answer that and to address other key considerations of...
Raising Money in Advance — It’s Not as Easy as You Think
It’s not as easy as you think to raise money in advance. We have had many clients try to do this with very limited success. Most have gone back to raising funds when they get something under contract or have a specific project to invest in. There are two ways you can...
How to Stay Enthusiastic All the Time
The following is a guest post from Vinney (Smile) Chopra, a seasoned multifamily investor, syndicator and educator: In multifamily investing, it helps to stay active, enthusiastic and happy all the time! Why? Well, it’s because positivity attracts success. If we train...
What Kind of Companies are Best Suited for a Regulation A Capital Raise?
The following is a guest post by Mat Dellorso, co-founder and Chief Strategy Officer of WealthForge. WealthForge Holdings, Inc., is a diversified financial services company focused on providing private investment solutions to its customers. WealthForge Holdings, Inc....
Why You Should Worry About Blue Sky Filings
The following is a guest post by Chris Rohde, associate corporate counsel at WealthForge. WealthForge Holdings, Inc., is a diversified financial services company focused on providing private investment solutions to its customers. WealthForge Holdings, Inc. includes...
Exhaustive Study Gives Real Estate the Edge
Considering the recent volatility of the stock market, the findings of a recent report from the Federal Reserve Bank of San Francisco are particularly apropos. The exhaustive study gives real estate the edge over stocks when it comes to long-term investment...
Get a Coach to Guide and Cheer You to Success in 2018
What’s holding you back from making 2018 the year you go all in and become a syndicator? Is one of these getting in your way: A lack of deal flow Lack of knowledge Lack of confidence Lack of investors If you want to get past these or other barriers this year, my best...
Guess What? Cryptocurrency is a Security! Best to Seek Expert Counsel on ICOs
It might seem odd that Securities Acts written in 1933 and 1934 could be applied to the latest computer technology. However, laws written by our forefathers to protect the public are often still highly applicable today. Perhaps the lesson to be learned is that even...
When are Limited Liability Company Interests a Security?
In our conversations with clients, we often are asked, "When are limited liability company interests a security?" Section 2(a)(1) of the Securities Act defines the term “security” as follows: "The term ‘security’ means any note, stock, treasury stock, security future,...
Ever Wonder Where the Howey Test Came From?
Many of our articles and blog posts make reference to the four-pronged Howey Test, which does exist — we don't make this stuff up! — dating to 1946. Here is the written decision, as issued by the U.S. Supreme Court: United States Supreme Court SECURITIES AND EXCHANGE...
A Kinder, Gentler and Leaner SEC May Be in the Offing
The SEC may be moving away from pursuing admissions of guilt by companies as a condition of settling certain fraud cases, according to a Sept. 26, 2017, article in the Wall Street Journal. A kinder, gentler and leaner SEC? The article cited a statement by Steven...
What Investors Want
What types of commercial properties are most available for investors? Based on our unscientific (but nevertheless educated) poll of several crowdfunding and investing sites, investors prefer value-add specified offerings with targeted IRR settling mostly in the...
The Difference Between Regulation A and Other Capital Raise Options
Guest Post by Ryan Gunn / WealthForge The JOBS Act of 2012 created and revised various methods for small and emerging companies to raise capital. Regulation A (Reg A), just one of several exemptions companies can take from registering their securities with the SEC,...
Going Paperless – Part 2
(This is another in our continuing series of posts with insight into how our office is going paperless - and so can yours!) Did you ever wonder how to maintain the record-keeping system the SEC requires you have to prove you had pre-existing relationships with...
Securities Misconceptions Explained
Are you operating under misconceptions? As a securities attorney, I hear lots of misconceptions from people who think they are NOT selling securities because: “I only have one investor.” Or, “I'm raising less than a million dollars.” Or, “I have less than 35...
Going Paperless: Setting up a cloud-based electronic filing system
Most of our firm’s clients probably don’t know that I have an undergraduate degree in Environmental Studies and Earth Science. As part of my commitment to helping save the planet, we are a paperless, virtual office, with staff in different parts of the country...
Unregistered Broker-Dealer Services can be Illegal—and Costly
EDITOR’S NOTE: A news update just posted on the Syndication Attorneys, PLLC, site, “SEC Prevails in Securities Fraud Case Involving Joint Ventures versus Securities,” is another example of the Security and Exchange Commission’s enforcement of the registration...
SEC Prevails in Securities Fraud Case Involving Joint Ventures versus Securities
A recent court ruling drives home the difference between a joint venture and a security—and why it’s important for you to know the difference when you are raising money from private investors for your real estate investment opportunities. SEC Prevails in Securities...
Are You Confident Your Marketing Practices are Legal?
Guest Post By Tim Boykin / WealthForge Two cases from earlier this year once again highlight the importance of following the broker registration requirement under Rule 15(a) of the Exchange Act. Rule 15(a) requires registration for a party engaged in the...
Does Your LLC Need a Business License?
So you’ve formed a limited liability company (LLC) for your real estate syndication business. Do you need a business license, too? Do you need to register with the state tax authority, as well? The article at the attached link from "The Hartford: Small Biz Ahead...
FinCEN Seeks to ID Those Behind All-Cash Purchases of Luxury Real Estate
Existing Geographic Targeting Orders have been renewed, effective through Aug. 23, 2017, for six major metropolitan areas identified by the U.S. Department of the Treasury as prone to possible money laundering by shell companies paying all-cash for luxury real estate....
Is Change in Store for ‘Accredited Investor’ Designation?
Could the days of the "accredited investor" be numbered? In its current incarnation, perhaps. At least that was the sentiment expressed by Michael Piwowar, acting chairman of the Securities and Exchange Commission, at the annual SEC Speaks conference in Washington,...
SEC Reports Smaller-Than-Anticipated Regulation Crowdfunding Offerings
A just-unveiled study by the Securities and Exchange Commission shows that the number of U.S. companies taking advantage of equity crowdfunding platforms and the amount of money being raised are still relatively small, Click here for a Reuters report of the study,...
Regulators Cast a More Watchful Eye on Securities Offerings
Private securities offerings may become subject to further regulatory scrutiny under an information-sharing agreement signed Feb. 17, 2017, by the U.S. Securities and Exchange Commission (SEC) and the North American Securities Administrators Association (NASAA), which...
Can I Just Use a Promissory Note?
I frequently get asked the following questions: “Can I just use a promissory note for investors?” or, “Can I just use an LLC Operating Agreement?” The answer is yes, but … Notes and passive LLC interests are securities. To sell them legally, you still need to qualify...
How can a Trust qualify as an Accredited Investor for a Rule 506(c) Offering?
Here's just one of the questions we're frequently asked: How can a trust qualify as an Accredited Investor for a Rule 506(c) offering? A. If a) an attorney, CPA or Registered Investment Advisor (RIA) represents the trust (in that capacity and not as the trustee)...
What You Don’t Know About Selling Securities Could Hurt You
I find it useful to share, from time to time, some of the common questions I get from clients and prospective clients about the syndication process. You may be wondering the same things they are. Here’s a question from Beth, who says she “knows just enough about...
8 Questions to Ask Before Hiring a Securities Attorney
Are you hiring the right attorney for your securities offering? When interviewing a firm to see if it meets your needs, the first step is to ask the right questions. Here are eight questions that you should ask before hiring a securities attorney. This article will...