Hedge Funds and Private Placements May Soon Solicit Retail Investors
(Jul 2013)
According to the Wall Street Journal, the SEC will soon lift the ban on soliciting shares of hedge funds and other private placement investments to the general public, "a move that's expected to unleash a wave of ads touting such investments." We've been covering this story for some time, as the SEC has seemed reluctant to implement this new rule due to concerns from Congress and others over the lack of investor protections.
However, the SEC may have no choice. Lifting the ban was required by...
SEC Litigation Releases: Week in Review - July 5th, 2013
(Jul 2013)
SEC Obtains Freeze On Proceeds from Unlawful Distribution of Biozoom Securities
July 3, 2013, (Litigation Release No. 22742)
According to the complaint, eight Argentine citizens "unlawfully sold millions of shares" of Biozoom, Inc. (formerly Entertainment Art, Inc.) "in unregistered transactions" while two other Argentine citizens, Fernando Loureyro and Mariano Graciarena, also had received shares of Biozoom "but had not yet sold them." According to the SEC, from March to June 2013, the ten...
SEC Litigation Releases: Week in Review - June 28th, 2013
(Jun 2013)
Court Enters Final Judgments Against JBI, Inc. and Former Officer in Accounting Fraud Case
June 27, 2013, (Litigation Release No. 22735)
Final judgments were entered against JBI, Inc. and John W. Bordynuik, "two defendants in a fraud action filed by the Commission in 2012." In its original complaint, the SEC alleged that JBI, Bordynuik (JBI's former CEO) and Ronald Baldwin Jr. (JBI's former CFO) engaged in a scheme that allowed JBI to state "materially false and inaccurate financial...
SEC to Vote on New Money Market Fund Rules
(Jun 2013)
Tomorrow, the Securities and Exchange Commission will vote on new rules pertaining to the $2.6 trillion money market fund (MMF) industry. The SEC hopes that the new rules will safegaurd against future runs on MMFs, such as those that occurred during the financial crisis after the collapse of Lehman Brothers. A "run on" MMFs occurs when many investors (or a few very large investors) attempt to redeem their shares in near unison, resulting in significant liquidations of MMF holdings.
A money...
Options Strategies Embedded in Exchanged Traded Products
(May 2013)
In theory, exchange traded products (ETPs) can be linked to almost any underlying asset, including derivatives. While many ETPs are linked to portfolios of bonds or stocks, some are linked to portfolios of futures contracts, which we have discussed at length before. Bill Luby at VIX and More has written a couple posts on ETPs that are linked to portfolios of options, which are gaining some traction with investors. As usual, we greatly enjoyed Bill's posts and thought we'd explain some of the...
Variable Prepaid Forward Contracts
(May 2013)
Recently we've been working a lot with variable prepaid forwards (VPFs) in our casework and we decided to take a step back and explain these complex investments. A VPF is an over-the-counter contract between two parties involving a stock position, an upfront payment and option positions. VPFs are often used to defer taxes on appreciated stock, which has been a matter of some controversy.
Perhaps the best way to explain a complex investment is by example. Consider an investor who purchased...
Goldman Sachs Uses JOBS Act to Sidestep Volcker Rule
(Apr 2013)
Evan Weinberger at Law360 is reporting that Goldman Sachs may have found a way around the Volcker Rule--the ban on proprietary trading by banks, which also prohibits sponsoring hedge funds and private equity funds--by using another controversial regulatory measure, the 2012 JOBS Act (of which we have spoken before):
By setting up an independent business development company in which it will hold a minority stake and limited leverage exposures, Goldman will be able to engage in at least limited...
SEC Examination Priorities 2013
(Feb 2013)
Last week, the Securities and Exchange Commission announced their examination priorities for 2013 "to communicate with investors and registrants about areas that are perceived by the staff to have heightened risk, and to support the SEC's mission to protect investors, maintain fair, orderly, and efficient markets, and facilitate capital formation."
For those that are unfamiliar, SEC staff conducts examinations of SEC registrants through their regional offices and headquarters
to determine...
So How Complicated Can Structured CDs Get?
(Feb 2013)
We could tell you that the last time we went fishing we caught a fish that was THIS BIG (motions with outstretched arms), but you probably wouldn't believe us unless we showed you. We wanted to take this opportunity to show some examples of truly complex structured certificates of deposit that have been constructed in recent months and years.
Let's take a look at JP Morgan's August 2012 fifteen year "Callable Variable Rate Range Accrual CDs Linked to 6-Month USD LIBOR and the S&P 500 Index"...
What Does a Simple Structured CD Look Like?
(Feb 2013)
Okay, we've talked a bit about what structured CDs are and why we think they are interesting. But what does a structured CD offering document actually look like? Unfortunately, it isn't possible to find such documents from Bloomberg or the SEC website since structured CDs are not registered securities. However, you can often find offering documents using Google. For example, as a relatively simple equity-linked CD, we're going to take a look at the "Global Opportunity Certificate of Deposit...
