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Scams - Private Placements - Reg D, etc.
Number of Customer Reviews for Private Placements - Reg D, etc.: 0
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OnlyCritiques.com Review:
Private Placement is an investment scheme, which can be sold without registration with the state securities commission, under certain limited circumstances. Most of these are scams, including the legitimate ones, are so risky that most people should avoid them. They are suitable for people who have a great deal of wealth, and who can "gamble" a very small portion on a particular project. Before investing, always consult a qualified, independent attorney, and have him investigate the project.
To offer securities publicly, issuers have to go through government regulations that are time-consuming and expensive, therefore, emerging businesses seek to bid and sell their securities in transactions exempt from such registration. The Securities Act and the Exchanges Act contain the exemption used by these businesses. This exemption is available only if no offeree needs the protection afforded by registration, and each offeree has access to the information provided in a registration statement. This system of private placement can work only when the number of offrees is strictly controlled.
To better define the statutory private placement exemption, the Securities and Exchange Commission adopted Reg. D in 1982. Reg. D is a safer way to offer securities using the private placement exemption. Reg. D is an exemption from securities registration only; the issuer is still subject to the antifraud provisions of the Securities Act and the Exchange Act. There are three separate exemptions available under Rules 504, 505 and 506 of Reg. D. The Securities sold under Reg. D are deemed "restricted securities" and are not freely transferable by the investors.
The Uniform Act adopted by the North American Securities Administrators Association in 1985 has restricted investments under private placements. It lays emphasis on the broker-dealer registration, the accountant’s role, a careful analysis of the issuer’s business plan, and encourages the use of projections in public offerings of securities. This analysis is necessary to structure the offering properly and provides the information necessary for the private placement memorandum. Other factors such as control, cash flow, tax, liquidity, capital needs, and accounting effects need to be taken into consideration to ensure that private placements present more opportunities.
An understanding of the basic provisions of Reg. D and the Uniform Act allows the accountant to cooperate and coordinate better with the issuer, its counsel and its investment banker to achieve a successful private placement of the securities.
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