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Raise Capital Fast: Structures That Can Make It Happen Fast!
Posted by: | CommentsRegulation D, Under Sections 4(2) and 3(b) of the Securities Act of 1933, the SEC adopted Regulation D to coordinate the various limited offering exemptions and to streamline the existing requirements applicable to private offers and sales of securities. The Regulation establishes three exemptions from registration in Rules 504, 505, and 506.
Rule 504, which provides an exemption for non-reporting companies unless they are “blank check” issuers or certain “shells”, stipulates that: The sale of up to $1,000,000 of securities in a 12-month period is permitted provided that there is no general solicitation, the securities sold are restricted securities and cannot be resold except pursuant to a registration statement or exemption, and a notice must be filed with the SEC within 15 days after the first sale. Rule 504 does not provide an exemption under any state laws. In certain limited circumstances where an offering is conducted under state accredited investor exemptions, securities offered under Rule 504 may be freely transferrable. Unlike Rules 505 and 506, Rule 504 does not mandate that specified disclosure be provided to purchasers. Nonetheless, the business person should take care that sufficient information is provided to meet the full disclosure obligations which exist under the antifraud provisions of the securities laws.
Rule 505 was adopted by the SEC to provide small businesses more flexibility in raising capital than under Rule 504 – but without the uncertainty of determining the quality of the purchasers that generally is involved in using Rule 506. Rule 505 provides issuers a limited offering exemption for sales of securities totaling up to $5 million in any 12-month period.
Rule 505 contains certain restrictions regarding “accredited investors” and non-accredited persons. The-term “accredited investor” includes:
Banks, insurance companies, registered investment companies, business development companies, or small business investment companies; Certain employee benefit plans for which investment decisions are made by a bank, insurance company, or registered investment adviser; Any employee benefit plan (Within the meaning of Title I of the Employee Retirement Income Security Act) with total assets in excess of $5 million; Charitable organizations, corporations or partnerships with assets in excess of $5 million; Directors, executive officers, and general partners of the issuer; Any entity in which all the equity owners are accredited investors; Natural persons with a net worth of at least $1 million; Any natural person with an income in excess of $200,000 in each of the two most recent years or joint income with a spouse in excess of $300,000 for those years and a reasonable expectation of the same income level in the current year; and Trusts with assets of at least $5 million, not formed to acquire the securities offered, and whose purchases are directed by a sophisticated person.
If the issuer sells any securities to non-accredited investors, it must furnish to all investors the same type of information as required by Regulation A. It must also furnish audited financial statements.
If an issuer other than a limited partnership cannot obtain audited financial statements without unreasonable effort or expense, only the issuer’s balance sheet (to be dated within 120 days of the start of the offering) must be audited.
Limited partnerships unable to obtain required financial statements without unreasonable effort or expense may furnish financial statements prepared on the basis of federal income tax requirements and examined and reported on by an independent public or certified accountant in accordance with generally accepted auditing standards; and The issuer must also be available to answer questions by prospective purchasers about the issuer or the offering.
Further restrictions under Rule 505 include:
The total offering price of each issue of securities may not exceed $5 million. The offering may not be made by means of general solicitation or general advertising. The issuer may sell the securities to an unlimited number of “accredited investors” and to 35 non-accredited persons. There are no requirements of “sophistication” or “wealth” for persons to whom the securities are sold. A company must take any necessary steps to ensure that the purchasers are acquiring securities for investment only, not for resale. The securities are thus “restricted” and investors must be informed that they may not be able to sell except pursuant to a registration statement or exemption from registration. The issuer is not required to file any offering materials with the Commission. Fifteen days after the first sale in the offering, the issuer must file a notice of sales on Form D. The notice also contains an undertaking under this Rule for the issuer to furnish the Commission, upon its staff s request, any information given to non-accredited purchasers in connection with the offering. Rule 505 does not provide an exemption from state securities laws.
SEC Rule 506 offers and sales of securities by an issuer that satisfy the conditions stated below are deemed transactions not involving any public offering within the meaning of Section 4(2) of the Securities Act. For an offering to be considered exempt from the registration requirements, Rule 506 stipulates: There is no ceiling on the amount of money which may be raised. No general solicitation or general advertising is permitted. The issuer may sell its securities to an unlimited number of accredited investors and 35 non accredited purchasers. Unlike Rule 505, all non-accredited purchasers (either alone or with a purchaser representative) must be sophisticated – that is, have sufficient knowledge and experience in financial and business matters to render them capable of evaluating the merits and risks of the prospective investment. The term “accredited investor” is defined under Rule 505.
If the issuer sells any securities to non-accredited investors, it must furnish to all investors the same type of information as required by Regulation A. It must also furnish the same financial information as would be required by registration on Form S-1.
If the issuer cannot obtain audited financial statements without unreasonable effort or expense, then financial statements may be provided in accordance with the special treatment described under Rule 505.
The securities sold are “restricted” under the same stipulations in Rule 505.
A company is required to file a notice of the offering on Form D at SEC headquarters within 15 days after the first sale in the offering. All states except New York provide an exemption from state securities laws for offerings under Rule 506 but the company must file a copy of the Form D and pay a filing fee in each state. New York has a distinctive law which makes a Rule 506 offering within that state impractical.
Accredited Investor Exemption
The Small Business Investment Incentive Act of 1980 created a new statutory exemption from registration under the Securities Act for transactions involving offers and sales of securities by any issuer solely to one or more “accredited investors.” Under Section 4(6):
The total offering price of each issue of securities under the exemption may not exceed the limit on small offerings set by Section 3(b) the Securities Act, which currently is $5 million per issue. The offering may not be made by means of any form of advertising or public solicitation.
The term “accredited investor” is defined to include the same individuals and entities as included for purposes of Rules 505 and 506. The issuer is required to file a notice of sales on Form D with the Commission 15 days after the initial sale is made in reliance on the exemption.
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Mortgage Modifications Top Gripe Of Consumers Of Boise Real Estate
Posted by: | CommentsAs more homeowners start to seek loan modifications to try to keep their investments in Boise real estate, complaints regarding fraud are on the rise. The attorney generals office is reporting that fraud reports regarding loan modifications are skyrocketing in 2009, right along with the default rate, which is up 89% from the prior year. Of the total number of complaints filed this year, this type comprised about 20% of them.
Idaho’s Attorney General has gone so far to say that the types of fraud being reported are outrageous. “Some of these operators took advantage of desperate homeowners by charging hundreds or even thousands of dollars in upfront fees, while taking no action to modify the mortgage.” Meanwhile, lawsuits have been filed on behalf of the consumers on 2 of the loan modification companies, and settlements have been reached with three others. This kind of criminal act leaves nearly all homeowners in the Boise real estate market without any avenue to keep their homes.
The Attorney Generals office even brought in a counselor to help Boise real estate owners avoid foreclosure through modifications or other foreclosure remedies. Two free consumer handbooks were published.
Efforts last year netted the largest amount of restitution ever recovered by the office – $7.4 million, about $12.14 for each taxpayer dollar budgeted for consumer operations, Wasden said. Topping any previous records, the AG’s office also collected $5.9 million in penalties, fines and fees for Idaho taxpayers. In 2009, the office also recovered $31 million through the tobacco master settlement agreement which was agreed upon in 1998 by the two parties. With a total net to date of $254 million, this agreement has helped Idaho tremendously.
While only costing the state of Idaho $833,000 and bringing in a total of $44 million, the consumer affairs operations are a very positive force for citizens in general, but specifically for those who own Boise real estate. No matter the category, the AG’s office was efficient and effective in 2009. Regardless of the size of the business, the attorney general pursued claims against pharmaceutical giants and small businesses alike. In topics as broad as illegal monopolies to anti-trust issues, Wasden is not one to back off or step aside. Not even price fixing vitamin companies were immune from their pursuit.
Regarding the No Call Law, more than 900,000 phone numbers were registered by year’s end and residents report that they’re getting fewer unwanted calls. In addition to all this, the Attorney Generals office is also planning no releasing a video designed to protect kids from sexual predators on the internet.
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Finding the Perfect Day Trading Strategy
Posted by: | CommentsOne of the best ways to increase the chances of success with trading is for a trader to try and match their own individual personality with the specific techniques employed in the field.
Day trading is the practice of buying and selling financial instruments, such as securities, within the same trading day. Traders who practice day trading are called active traders or day traders. This field used to reserve for financial firms, fund mangers, investment firms, and banks. With the advent of electronic and online day trading, however, it has become accessible to almost anybody interested in the practice.
Strategies Used In Day Trading
As you can well imagine, there are nowadays a variety of strategies and techniques being used by active traders in order to ensure they can benefit financially. These include:
News playing, Trend following, Rebate trading, and Contrarian investing
Contrarian investing is basically a form of day trading which follows the ideology that those securities which have been rising steadily, will eventually begin to fall. If securities have been falling, then the exact opposite view is applied.
News playing, as the name suggests, is the technique of buying and selling securities based on news released by the company.
Rebate Trading is a trading strategy that uses ECN rebates as its primary source of income. This strategy usually involves purchasing low priced securities in large volumes.
Scalping on the other hand involves establishing and liquidating financial securities in a very short space of time. In fact, it is not uncommon for traders who follow this route to purchase and sell securities within minutes, or even seconds.
Trend following is basically the exact opposite of contrarian investing, in that traders who use this strategy will usually assume that rising securities will continue to rise, while falling securities will continue to fall.
Other day trading strategies include short sells and range trading.
Determining What The Best Strategy Is
Interestingly enough, statistics seem to suggest that approximately 80% of traders end up losing their available capital even before they’ve managed to learn about the various strategies. This is exactly why it’s so important to begin slowly, and to only take small risks in the beginning. Likewise, it’s of paramount importance to find the ideal strategy so that a profit can be made. Below are a few tips regarding how one should go about finding the right trading strategy.
Matching strategy with the trader – it is crucial to match a trader’s personality, strengths, and comfort level with a specific strategy. In other words, those who feel uncomfortable taking risks should focus on scalping, news playing, or rebate trading, while those who enjoy taking risks can go ahead and become involved with contrarian investing.
Starting small and testing the water – ideally, you should begin by making small investments if you’re new to the game, as this will allow you an opportunity to learn all about the different pros and cons of a specific strategy.
Day traders can also benefit from using more than one strategy at a time. For example, a trader could consider investing the majority of there capital using a low risk strategy, while at the same time investing a small portion of their capital using one of the higher risk categories such as contrarian investing.
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ETF Trading System: What Are The Advantages
Posted by: | CommentsYou might have heard quite a bit about the etf trading system. Probably the biggest and most loved advantage of using the ETF trading system is it provides a general way of diversification. The funds that you have are baskets or containers. This is a different concept from having a stock of one company.
There area number of ways you can increase the funds by using the ETF trading system, however its always advisable that you use a good system to track ETFs. If you don’t have much experience with this kind of trading that it will probably be suitable if you used a good piece of software. There are a number of packages which have only be designed for tracking purposes. So these are not just intended to be used by newbie’s but also experienced users.
When you use a software system it saves you both time and money in the long run. The software system will teach you more and more about how this trading takes place in a specific market. This helps even new people become experts sooner.
When you use a good software you ensure that you start getting the most profits. An etf trading system gives you access to various commodities which include oil and various metals which the etf system you can keep a track of your metals.
These commodities are usually kept and purchased by businesses. However oil is not an easy commodity to track. This adds to a higher level of risk since the value of oil greatly depends on estimates. Even then this etf system of trading is very beneficial for investors and has great appeal. This is for good reason i. E. The biggest being is that there is tax efficient, and quite cost effective and very much comparable to stocks.
The mutual fund system is not as efficient and convenient as the ETF trading system. Many people who are new to trading don’t know that mutual funds can only be filled once the market has closed. This is certainly not the case with ETFs as they can be purchased and sold immediately and pretty easily. So in many ways you are opening and closing your purchases many times a day.
This allows you to stop as well as limit the orders in your favor. The right software will provide you with all the necessary data you need in order for you to make these decisions wisely. So you don’t have wait for the markets to shutdown but rather act immediately.
ETF or exchange traded funds system are such that it’s open to everyone who wants to make money investing in this kind of system. The system can be further used to increase the money you make by consulting a good broker or using good software. With this system the better your information is the more successful you are going to be.
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The Foundation Of Successful Day Trading
Posted by: | CommentsRegardless of which way the markets are trending, there are people out there doing well for themselves as day traders. Even in the midst of a recession, those who have learned the ins and outs of the market manage to make a tidy sum in their successful stock trading activities.
So what is it that these day traders know about the markets that other traders do not? How do they make profitable trades regardless of how well the stock market is doing overall?
Here are some traits you might want to consider if you’re interested in growing a successful trading business.
Understanding the Market
Successful traders know how that the NASDAQ and other indices show only the direction of the market as a whole. At any given time, there are plenty of individual stocks which are moving in the opposite direction.
It doesn’t matter if the index is on a downward trend overall. There are stocks which are rising even as the index falls and vice versa.
The message here is that in any market, a clever trader can pick stocks which are moving against the trends and make profitable trades even as the index is headed downwards.
Know Your Risk Tolerance
Everyone has a different threshold of risk which they are comfortable taking on; a successful day trading career depends on knowing how much risk you can handle. Remember that someone who gives you advice on day trading may have a much higher risk tolerance than you do and if you follow this advice without taking your own tolerance level into account that you could make stock traders which are well above your own comfort level.
Similarly, it is possible to trade at too low of a risk level if you’re taking advice from someone who is more risk averse than you are. Everyone giving you investment advice probably has only the best of intentions, but you should assess your own comfort level in order to make the best and most profitable trades on the stock market.
Continue to Learn
Choosing a hot stock pick based on the advice of someone else is never a great strategy for successful trading. Always take time to learn a little about the company behind the stock you intend to trade and base your stock trading decisions on the information you learn for yourself. The more you learn about how to analyze the trends of whichever stocks you’re trading, the more likely it will be that you’ll increase your day trading profitability.
Don’t Be Greedy
Naturally, you are in day trading in order to make money, but it’s a mistake to let greed get the best of you. If the stocks you’re trading are going up and the time seems right to sell and get out, quit while you’re ahead. If the stock continues to rise you can always buy in later – but unless you sell when you’re already making a profit, you have no way of knowing just when the stock will stop rising and begin to drop in value. Use sell-trade orders to minimize your risk, lock in profits and keep greed from taking the driver’s seat.
A lot of new day traders tell themselves that once a stock reaches a target price that they’ll sell and make their profits; however, all too many stop listening if the stock continues to rise. They let their greed take over and many times lose money as they watch the stock rise and then plunge.
Knowing When To Cut Your Losses
Once the price of a stock you’re trading starts to drop, successful day traders know that this is a sign that it’s time to get out and cut their losses before things get any worse. Experienced traders will make sure that this happens by setting a stop-loss order to keep themselves from losing money on a stock whose value continues to fall.
Newer traders seem to have a different mentality where they go into a form of panic-mode and hang onto losing stocks, hoping like crazy that the price will recover and they’ll make some of their money back. In order to be successful with stock trading, you’ll need to be prepared to cut losses and continue trading.
Keep Emotions Out Of Your Trading
A successful stock trading business is not an emotional venture. You need to learn to view your buying and selling as nothing more than a business transaction. Remain objective about the stocks you’ve chosen and stick firmly to your trading strategy. No matter what your heart or your gut instincts are screaming at you, run your trading business with your head. If your strategy says you should sell your stocks at a predetermined profit margin, then follow your strategy.
Day Trading Program
The analysis software and trading platforms you use can also make the difference between successful day trading and failing to do well in the stock market. It’s entirely possible to do well without using anything but the trading platform supplied by your stockbroker, but you may want to look at automated trading software in order to make it easy to monitor many stocks simultaneously. Some of the more sophisticated trading software even allows you to use charts of stock movements to set buy and sell signals for the stocks you’re keeping an eye on or already trading.
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