Doug Cornelius on compliance for private equity real estate
Thomas M. Maney had a 1000-acre parcel of undeveloped, vacant, desert land in Kern County, California. He decided to find other interested in owning part of it and helping with the development decisions. He split it into 4000 undivided, fractional ownership interests. So far, that’s just a time-share and not a security. Then Silver Saddle … Read more »
I had to scratch my head for a moment when reading the case against Jan Atlas. The SEC accused the lawyer of issuing legal opinions in which he falsified or omitted important facts in connection with an unregistered, fraudulent offering. “At the time he drafted the May 17 opinion letter, Atlas knew that certain facts … Read more »
These are some of the compliance-related stories that recently caught my attention. The 2020 U.S. Election is Here: How is Your Firm Monitoring Political Contributions and Government Relationships?by Elaine VincentACA Compliance While the SEC certainly has plenty of responsibilities on its plate, based on precedent it is likely that the regulator will step up enforcement and investigation … Read more »
I had my coffee ready and headphones on to listen to Tuesday morning’s Securities and Exchange Commission open meeting for Item 3: “Investment Adviser Advertisements; Compensation for Solicitations.” After cancelling a appointment to watch it, I discovered that Item 3 had been taken off the meeting agenda. The SEC voted on Monday to propose amendments … Read more »
In response to Dodd-Frank, the SEC adopted Rule 21F-17 in August 2011, which provides: (a) No person may take any action to impede an individual from communicating directly with the Commission staff about a possible securities law violation, including enforcing, or threatening to enforce, a confidentiality agreement . . . with respect to such communications. I have … Read more »
These are some of the compliance-related stories that I read recently while getting ready for Halloween. It’s the Great Pumpkin: Lessons in Process Validation Through Monitoringby Tom FoxFCPA Compliance & Ethics The compliance lesson from Linus’ adventure; it is process validation. Unlike Santa Claus, who we have been repeatedly told “Yes, Virginia there is a … Read more »
I don’t like compliance officers being dragged into enforcement actions. If they are involved in the wrongdoing or are just a wholesale failure at compliance, I understand the desire for regulators to take aim at a CCO. The charges against Michael Cohn as a CCO are extremely bad. Mr. Cohn was the managing director and … Read more »
FINRA released some needed guidance to help firms comply with the new broker investment advice standards and disclosure requirements of Regulation Best Interest and the new client disclosure document Form CRS. The checklist is available on the FINRA website: https://www.finra.org/sites/default/files/2019-10/reg-bi-checklist.pdf . If you have responsibility for broker-dealer compliance the checklist looks like a great tool. Read more »
“[T]o satisfy their duty of loyalty, directors must make a good faith effort to implement an oversight system and then monitor it.” Marchand v. Barnhill, 212 A.3d 805 (Del. 2019) Clovis Oncology’s stock dropped sharply in 2015 when it disclosed poor clinical trial results for Rociletinib a promising experimental drug for the treatment of lung … Read more »
Dr. Christoph Jäckel, a Director of Montana Capital Partners AG, wades into the discussions about fund credit facilities with some new research he published in Private Funds CFO. His findings? A credit line increases IRR for most funds by only one percentage point. Of course, it’s a bit more complicated than that. The average in … Read more »