Tuesday, December 22, 2009

More Private Placements Under Fire

FINRA has announced that it fined Pacific Cornerstone Capital Inc. and its former chief executive, Terry Roussel, a total of $750,000 for making misleading statements and, in some cases, omitting facts in connection with the sale of two private placements.

Private Placements are coming under increased scrutiny. These offerings, with limited registration and regulatory oversight have been the cornerstone of private capital raising for decades. In the past year or so the SEC and FINRA have been investigating numerous private placements  and bringing enforcement actions.

According to press reports Pacific Cornerstone sold two deals, Cornerstone Industrial Properties LLC and CIP Leveraged Fund Advisors LLC, from January 2004 to May 2009. FINRA also says that both offerings were affiliated businesses of Pacific Cornerstone and raised close to $50 million from about 950 investors.

Those investors are undoubtedly looking for securities attorneys to represent them in litigation over these deals, and other broker-dealers should be reminded that due diligence in Reg D offerings is not simply part of the deal, it is the part of the deal that may keep your firm out of the firing line when the business model does not work out as expected.

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