INVESTMENT BANKERS: Remember: if you are an investment banker you can opt-in to the new IB exam by filing a U4 amendment instead of taking the Series 79 exam. But you only have until May 3 to do it! See my July 30, 2009, entry for the details.
PRIVATE PLACEMENTS: For those of you doing private placements, check out Notice 10-22. The Notice, in my opinion, does not go as far as it should in clarifying expectations. It remains vague and incomplete. A few comments: they lay the responsibility for the PP Memorandum on the firm that prepared it or assisted in its preparation, but expect you to fill in any holes if you perceive them; if you didn’t prepare the PPM, you still have responsibility for any sales literature you distribute, whether or not you prepared it; and you may rely on counsel or syndicate managers to prepare the PPM and do due diligence, as long as you have confidence in that third party (and have documented your vetting process). Oh, and yes, you have to determine suitability of your investors—even if they are accredited. You already knew that, but now it’s official.
The Notice includes a list of due diligence topics. For those of you putting together offerings and charged with this responsibility, it would be behoove you to review the list to make sure you are currently addressing these areas of investigation.
PRIVACY NOTICES: As I noted in my January 28, 2010, entry, SEC has put out a 'model form' to use as your privacy notice. There are difference versions, depending on opt-out options. Here is a link to SEC’s newly released Privacy Form Builder. This site provides links to the different model forms. If you do not use the model form, which assures safe harbor if customized correctly, then you must make sure your privacy notice conforms to Reg. S-P changes by year-end.
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