Doug Cornelius on compliance for private equity real estate
A trucking company is looking for capital. It needs trailers and trucks. You give the company money to buy the truck on your behalf and the trucking company leases it back to you. The truck company will arrange the purchase and financing. It will find a driver. It will take care of licensing, registration, insurance,…
As Matt Levine says, “Everything is Securities Fraud“. Michael G. Hull, Christopher J. Nohl, Greenpoint Asset Management II LLC, Chrysalis Financial LLC, Bluepoint Investment Counsel LLC, Greenpoint Tactical Income Fund LLC, and Greenpoint Rare Earth Trading Account LLC all got sued by the Securities and Exchange Commission for securities fraud back in 2020. The heart of…
On April 4, 2025, the SEC’s Division of Corporation Finance issued a statement in an effort to provide greater clarity to stablecoins under the U.S. securities laws. The statement concludes that stable coins that are US Dollar-backed, fully reserved, and non-yield-meet do not involve the offer or sale of securities. Therefore these “Covered Stablecoins” do not…
In a move that was only surprising in its speed of delivery, the SEC stated: It is the Division’s view that transactions in the types of meme coins described in this statement, do not involve the offer and sale of securities under the federal securities laws.[4] As such, persons who participate in the offer and sale…
If the investment is a “security”, you have to comply with the Securities and Exchange Commission regulations. The seminal case is Howey, where a sponsor was selling interests in an orange grove in Florida. The sponsor was not just selling the small land parcels with orange trees on them, but also his management, harvesting and…
With the onset of the crypto winter, the Securities and Exchange Commission is continuing to bring cases against crypto companies. The latest is against a funding model for animated series: Stoner Cats. The producers wanted to try finding a crypto method to fund the production. It started off as Kickstarter mixed with Non-Fungible Tokens. The…
The Second Circuit put the leveraged loan market at ease and ruled that those notes are not securities. The Court had asked the Securities and Exchange Commission to offer its opinion on whether they were securities and the SEC declined to do so. The Second Circuit followed the four factors of the Reeves “family resemblance”…
Notes are securities and loans are not securities. Simple enough. Except, our financial system doesn’t operate in such a black and white manner. Syndicated loans kind of fall in the middle. Your traditional loan is a single lender who holds and controls the debt. Notes and bonds get issued into a more fungible format to…
The big challenge with crypto is how it fits into regulatory schemes that were drafted almost a century a go. Add in the politically driven split between the regulation of commodities by the CFTC and the regulation of securities by the SEC and you get a mess. Slap in the variable structures used by crypto…
Accept at face value that Profit Connect is not a scam. That is a stretch given the purported high returns, coupled with a money back guarantee. • 15% to 20% Fixed APR• High-Net-Worth 30% APR• APR is Locked-In• 100% Money Back Guarantee No such thing as high returns with no risk. Of course, if the…