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How does an investor limit the risk of possible investment losses in unregistered securities? The Securities Act of 1933 requires that securities offered or sold to the public in the US must be registered by filing a registration statement with the SEC. The Securities Act was created to protect investors from the fraudulent buying and selling of securities, manipulation and misrepresentation. There are, however, numerous exemptions to the rule requiring registration of securities with the SEC prior to being offered for sale. Three such exemptions to SEC registration are contained in Regulation D. The exemptions are somewhat complex, but qualifying as an “accredited investor” is important to all three. Generally, to qualify as an accredited investor you must be “a natural person who has individual net worth, or joint net worth with the person’s spouse, that exceeds $1 million at the time of the purchase, excluding the value of the primary residence of such person.” Such investors are generally considered under the exemptions to have the ability and insight to determine the risk involved, evaluate the consequences and be able to endure greater financial risk than the average investor.
Private placements are one investment opportunity often sold to accredited investors. A private placement is a private non-public offering of a company’s securities. These placements are usually illiquid as they are not publicly traded, and can therefore be difficult to sell if necessary. To sell securities as a private placement there must be a formal document (private placement memorandum) that explains the investment opportunity and the risks of possible investment loss along with limited information concerning the issuer and management. It may be difficult to predict how the private placement will fare over time because many of these private placement securities are issued by companies that are not obligated to file financial reports.
Limited partnerships are another investment product often sold to accredited investors under Regulation D exemptions to SEC registration. In a limited partnership there are both general and limited partners. Limited partners are generally involved only as investors. Limited partners share in both the profits and losses; however they do not participate in the daily running of the business. The liability for the partnership’s debt is contingent on the amount of capital or property contributed to the partnership. If the company is sued or files bankruptcy, limited partners are not responsible for the debts or liabilities.
When considering investing as an accredited investor in a limited partnership or private placement you must take into consideration that your money may be tied up for a long period of time and that fraud and sales abuses involving inaccurate statements are not uncommon. Also you should discuss with your financial advisor, and confirm in writing, the exit options from these types of investments, the level of risk involved, exactly how they operate under the agreements, as they can differ greatly, and if the investment risk is suitable for you considering your total investments. Your financial advisor should be knowledgeable and have read the issued information on the investment. However, you must still consider that investing in unregistered securities is risky and you could lose some or even all of your money.
If you feel you’ve been a victim investment fraud or negligence, contact Carlson Law Firm at 619-544-9300 or find us on the web at www.securities-fraud-attorney-san-diego.com
Tags: accredited investor, financial loss, Investment Fraud, investment loss, investment recovery lawyer, Limited partnership, Private placement, Regulation D, Securities Act of 1933
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Daniel Carlson is a lawyer in San Diego focused on securities litigation who specializes in recovering investment losses for his clients.
A reverse exchangeable security (also known as a “reverse convertible”) is a type of structured investment product. These are complex investments that involve features, terms, and risks that are very difficult for investors to understand.
Firms that offer reverse convertible investments have been put on notice by FINRA of the high risk in these products in order to ensure that the promotional materials and public communications employed regarding these products are both fair and balanced. It is important that these materials do not understate the reality of the risks associated with reverse convertible investments. Moreover, member firms must also remember to make sure that their registered financial representatives comprehend the terms, costs, and risks associated with reverse convertible investments. With this understanding, these representatives should perform adequate analyses on each customer’s suitability prior to a recommendation and explain thoroughly all risks and returns involved.
Prior to a recommendation involving either the purchase or sale of a given security, financial firms must form a reasonable basis upon which to determine that the products not only suitable for at least some investors, but also suitable for each specific customer to whom the adviser recommends that particular product. The suitability of a reverse convertible investment must be reviewed carefully. This requires firms to comprehend and explain the risks, terms, costs, and conditions of these structured products. Firms must grasp a reverse convertible’s terms and features in a comprehensive manner. These include the reverse convertible’s payout structure, the volatility of the reference asset, the product’s credit, market and other risks, call features, and the conditions under which the investor would or would not receive a full return of principal.
Given that each reverse convertible is unique, firms have to perform this suitability analysis for each reverse convertible investment that they recommend.
A firm’s consideration of product benefits to a specific customer (like the promise of a certain coupon rate, for example) must consider the risk to the investor. Investment firms and advisors are required to deal fairly with customers when recommending investments or accepting orders for new financial products. Firms must make every effort to communicate clearly to customers any pertinent information regarding these products.
If you think that you have been the victim of investment fraud, related to reverse convertible investments or another form of securities fraud, contact Daniel Carlson at the Carlson Law Firm today for a free consultation at 619-544-9300. Also, be sure to follow my firm on LinkedIn and Twitter.
Tags: breach of fiduciary duty, Broker Fraud, financial loss, investment loss, Negligent Misrepresentation
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Seal of the U.S. Securities and Exchange Commission. (Photo credit: Wikipedia)
Daniel Carlson is a San Diego-based attorney focused on securities litigation who specializes in recovering investment losses for his clients.
Recently, accusations have been brought against a financial advisor affiliated with the LPL for committing investment fraud through the misuse of both his position and the trust of his clients in defrauding them.
The Securities and Exchange Commission (SEC) has alleged that Blake Richards, previously registered as a representative with LPL Financial and based in Georgia, misappropriated potentially more than $2 million sourced from no fewer than seven investors over the past five years.
Over the course of the past several years, while employed at LPL, Richards “had little to no commission production and few clients of his own.” Nonetheless, some of the clients that Richards did have were registered under a co-worker’s accounts because Richards himself lacked both insurance and the other licenses required for the legal assistance of his clients’ brokerage and business needs.
The SEC explains in its complaint that Mr. Richards engaged in investment fraud by telling investors that he was going to place their investment into assets with fixed income and variable annuities, in addition to other kinds of investment products. Allegedly, Mr. Richards’ clients had been told that they should write checks payable to either one of two different companies that he controlled: “BMO Investments” or “Blake Richards Investments.” Then instead of using the money to invest as he had promised, he then misappropriated the funds for himself according to the SEC complaint.
With at least two elderly investors involved, the largest portion of the funds comprised savings for retirement and/or proceeds from life insurance collected on spouses who were deceased. Moreover, it is alleged that Mr. Richards utilized account statements that were fictitious and prepared using letterhead from LPL Financial in order to cover up the scheme. Allegedly, Mr. Richards also misrepresented his title to investors as “Accredited Asset Management Specialist”, a College for Financial Planning professional designation.
In addition to the SEC’s preliminary injunction request, a permanent injunction is also being sought, along with the disgorgement of Richards’ wrongful gains—with interest prior to the judgment—and civil penalties.
If you think that you have been the victim of investment fraud, contact Daniel Carlson at the Carlson Law Firm today for a free consultation at 619-544-9300. Also, be sure to follow my firm on LinkedIn and Twitter.
Tags: breach of fiduciary duty, Investment Fraud, investment loss, U.S. Securities and Exchange Commission
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The Securities and Exchange Commission today accused local San Diego radio talk show host and bestselling author Ray Lucia of misleading potential investors in regards to his investment strategy called “Buckets of Money.”
Seal of the U.S. Securities and Exchange Commission. (Photo credit: Wikipedia)
The SEC alleges that Lucia misled potential investors when he told them that his method had been “back-checked” using historical data from past bear markets and that the investors money would be safe and grow. According to the SEC, the investment program failed to account for fees and included artificially lowered inflation rates. When historically accurate rates of inflation were used, a 1973 investor would have run out of money by 1989, the SEC said, a far cry from the return claimed by Lucia.
The SEC said Lucia and his company “have admitted during the SEC’s investigation that the only testing that actually performed were some calculations that Lucia made in the 1990’s – copies of which no longer exist – and two two-page spreadsheets.” Lucia was aware that using the undervalued inflation rate would “make the results look more favorable for the Buckets of Money Strategy,” according to the SEC.
In addition to barring Lucia from making misleading claims, the SEC’s Order instituting Administrative and Cease-and-Desist Proceedings seeks financial penalties and “other remedial actions.”
Lucia quickly posted a passionate defense to the SEC allegations on his website on Wednesday afternoon, stressing that the investigation was a civil matter and not a criminal case and that it involved something he had not used in over two years. “I want to assure you that I intend to vigorously defend this absolutely meritless lawsuit and will seek an early trial,” said Lucia.
Despite the allegations, Lucia’s website is promoting a seminar to be held at The Hilton San Diego Resort & Spa on September 22nd, which will be co-hosted by actor and financial columnist Ben Stein, and former San Diego Mayor and current talk show host Roger Hedgecock.
Carlson Law Firm is reviewing potential claims against Ray Lucia and his affiliates. To speak with an attorney regarding your, please call Carlson Law Firm 619-544-9300 for a free consultation.
Tags: Ben Stein, financial advisor, financial advisor malpractice, financial advisors, Fraud Attorney, Investment Fraud, investment loss, investment recovery lawyer, Lucia, Ray Lucia, San Diego, SEC, Securities Fraud Attorney San Diego, stockbroker malpractice, Talk radio, U.S. Securities and Exchange Commission
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In a recent New York Times editorial, Goldman Sachs exec Greg Smith voiced his opinion on the real impetus behind stockbroker malpractice: the avarice of brokerage firms. According to Smith, the greed of investment banking firms is so great that it impels them to put extreme pressure on stockbrokers to sell with the best interest of the firm in mind — without regard for the financial wellbeing of clients. As stated by Mr. Smith:”My clients have a total asset base of more than a trillion dollars. I have always taken a lot of pride in advising my clients to do what I believe is right for them, even if it means less money for the firm. This view is becoming increasingly
Logo of The Goldman Sachs Group, Inc. Category:Goldman Sachs (Photo credit: Wikipedia)
unpopular at Goldman Sachs. Another sign that it was time to leave.”
Smith is not alone in his opinion, which is seconded by others in the world of finance, including Rall Capital Management’s Bob Rall, a fee-only advisor, and Russell G. Thornton, a VP at Wealthcare Capital. According to Rall, wirehouse firms do not focus on yield to the client (YTC). Instead, they focus on selling their proprietary investment products. And when a broker focuses on his or her own interests and the interests of brokerage firms rather than on client interests, the result is often a breach of fiduciary duty and stockbroker malpractice.
What Is a Wirehouse Broker?
A wirehouse broker works for a wirehouse brokerage firm (a national firm that has numerous branches). Ordinarily, wirehouse brokers are full-service stockbrokers who offer clients an array of services, from researching investment opportunities to buying and selling products. They are supposed to function as fiduciaries, not as sales reps for their firms.
Because wirehouse brokers have access to the numerous resources of the major brokerage house for which they work, including the house’s own investment products, they have long been considered superior to independent brokers—that is, until the financial debacle of 2007-08, which was precipitated by stockbroker fraud and the unethical practices of firms in pushing their proprietary investment products above more suitable client options.
Does Your Broker Put Your Financial Wellbeing First?
Today more than ever, investors must carefully examine the performance of their financial advisors in order to avoid investment loss.
Is your broker behaving more like a sales rep for a brokerage house than a fiduciary who is committed to your financial wellbeing? Is your broker aggressively pushing a firm’s proprietary products? Or is he or she offering sound investment advice based upon research and your unique needs and financial situation?
If you believe you have suffered investment loss due to a breach of fiduciary duty on the part of your broker, contact a stockbroker fraud lawyer today at Carlson Law, (619) 544-9300.
Tags: breach of fiduciary duty, Broker, Brokerage firm, Fiduciary, Finance, Goldman Sachs, Investment, investment loss, investment recovery, New York Times, Sales, Securities Fraud Attorney San Diego, stockbroker fraud, stockbroker fraud lawyer, stockbroker malpractice, Wall Street
Posted in Broker Fraud, Fiduciary Duty Breach, Investment Fraud, Negligent Misrepresentation, Securities Arbitration, Securities Fraud, Securities Law, Securities Litigation, Stock Fraud, Stock Loss | Comments (0)
The Financial Industry Regulatory Authority (FINRA) recently received a withdrawal request from Boogie Investment Group, a small brokerage house that sold failed Provident Royalties private placements to its investors. Of the 52 brokerage houses that sold Provident private placements, Boogie Investment is the eleventh to call it quits this year.
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Private placements amounting to roughly $410K were sold by Boogie, whose revenues dropped from 1.2M three years ago to $422K this last fiscal year. But reduced earnings aren’t the only reason Boogie is exiting the brokerage business. The company has been hard hit by securities litigation. The firm is not only fighting a class action suit comprised of investors to whom they sold Provident private placements, but it’s also contending with a suit filed by those who bought Provident Shale Royalties products. Moreover, Boogie is combating other lawsuits that are unrelated to its sale of Provident Royalties private placements.
FINRA has forcefully dealt with brokerage firms as well individual brokers who sold private placements, alleging that they failed in their due diligence, both in investigating the placements and in assessing their suitability for their clients.
Other defunct brokers who sold Provident Royalties private placements include Workman Securities, Investlinc Securities/Meadowbrook, WFP Securities, Okoboji Financial, Matheson Securities, United Equity, CapWest, Private Asset Group Inc., Community Banker Securities LLC, E-Planning Securities Inc., Empire Financial, GunnAllen Financial and Barron Moore.
Have you incurred investment loss due to broker misconduct? Contact a stockbroker fraud lawyer in San Diego. It may be possible for you to recoup some or all of your losses. For a free consultation, contact Daniel Carlson, Esq. at Carlson Law 619-544-9300.
Tags: Boogie Investment Group, broker misconduct, brokerage house, CapWest, Community Banker Securities LLC, E-Planning Securities Inc., Empire Financial, FINRA, GunnAllen Financial and Barron Moore, Investlinc Securities/Meadowbrook, investment loss, investors, Matheson Securities, Medical Capital, Okoboji Financial, Private Asset Group Inc., private placements, Provident, Provident Royalties, Securities Fraud Attorney San Diego, Securities Lawyer, Securities Litigation, stockbroker fraud lawyer, United Equity, WFP Securities, Workman Securities
Posted in Fiduciary Duty Breach, Investment Fraud, Negligent Misrepresentation, Securities Arbitration, Securities Fraud, Securities Law | Comments (0)