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Securities Law & Corporate Counsel Blog

New York Attorney Charged with Shell Company Stock Fraud

sec-ny-attorneyLast week the U. S. Securities and Exchange Commission judged that David Lubin, a New York-based attorney, may no longer appear or practice before the SEC, and may no longer act as an officer or director of a public company. He was charged with making false and misleading statements in corporate filings.

SEC Staff Updates Form ADV FAQs

Row of handsIn August 2016, the SEC adopted amendments to Form ADV Part 1A, pursuant to Final Rule Release No. IA-4509 (Form ADV and Investment Advisers Act Rules). These changes are designed to provide additional information related to an advisers’ separately managed account business, private fund adviser entities and other important identifying data.  The new Form is to be implemented on October 1, 2017.

SEC Proposing to Amend the Investment Advisers Act

Documents Legal Attorney Signature JuristIn December 2015, the Fixing America’s Surface Transportation Act (the “FAST Act”) was signed into law by President Obama.  Among other things, sections 74001 and 74002 of the FAST Act amended two provisions of the Investment Advisers Act of 1940 (the “Advisers Act”):
  • An adviser whose only clients were rule 203(l)-1 venture capital funds and deemed to be “small business investment companies” (“SBICs”) can rely on the venture capital fund adviser exemption; and
  • An adviser solely to “private funds” with assets under management in the United States of less than $150 million attributable to its non-SBIC private fund clients could now rely on the private fund adviser exemption regardless of the assets under management in the United States attributable to its SBIC client(s).

SEC Charges One of its Own with Securities Fraud Violations

SEC buildingWhether you are an investment adviser in the private sector or one of the SEC’s own employees, the Commission will not hesitate to charge you with securities fraud if they determine you have committed misconduct, regardless of your association. Such was the case with David Humphrey, one of the SEC’s former employees.

EB-5 Operator Caught in Securities Fraud Scam

images4TALPFX0Beginning in the spring of 2010 and continuing through 2013, Serofim Muroff and his companies, Blackhawk Manager, LLC and ISR Capital, LLC, sold securities in Blackhawk Gold, LLC and Quartzburg Gold, LLC, to over 280 foreign investors through the EB-5 Program. This program allows foreign investors to petition for U.S. residency after making a qualified investment in a specified job-creating enterprise.

SEC & NASAA Sign Info-Sharing Agreement to Aid Small Businesses

Row of handsLast year, in an effort to give companies more flexibility to engage in intrastate offerings through websites and social media without having to register their securities offerings with the federal government, the Securities Exchange Commission (“SEC”) created a new exemption and also amended Regulation D. Combined, these two actions will help facilitate intrastate offerings as well as the development of regional offering exemptions at the state level.

SEC Provides Guidance for Working with Robo-Advisers

00069953Robo-advisers are registered financial advisers who use mathematical rules or computer algorithms to provide financial advice or portfolio management online. This recent trend, which requires very little human interaction, has the potential to impact the competitive landscape in the market by offering more affordable access to investment advisory services to retail investors.

DOL Proposes Delay of Fiduciary Rule

cfa-exam-prep-toolsAfter six years of planning and intense effort, which included solicitations of input from the industry and investor advocates, the Department of Labor’s (“DOL”) Conflicts of Interest rule was released in April 2016 (the “Final Rule”).  Among other things, the Final Rule required all “advisers” (i.e., individuals or entities who are representatives of a registered investment adviser, bank or similar financial institution, insurance company, or broker-dealer) providing advice regarding retirement accounts act in the best interest of their clients.  Advisers were given until April 10, 2017 to implement the changes required by the Final Rule.