土木工程建筑外文翻译外文文献英文文献创业者的转机:房地产的盈利时刻内容摘要:

ess, the Financial Industry Regulatory Authority (FINRA), acting as the watchdog of the securities brokerdealers and securities registered representatives who sell private placements of, among other assets, real estate and oil and gas, has published new regulatory guidance as to the obligation of brokerdealers to conduct Reasonable Investigations in Regulation D Offering. Private placement, or socalled Regulation D or Regulation 506 offerings sold through the securities brokerdealers channel, have a long and constructive history of raising capital for small and midsized business , including real estate and oil and gas panies .in the background section of RN 1022,FINRA cites an estimate of $609 billion of such securities on the market in 2020. FINRA cites an estimate of $609 billion of such securities on the market in 2020. However, FINRA reminds its member brokerdealer must have made a reasonable investigation before determining that a security is suitable for investor generally and to the specific investors to whom it is being sold.[RN 1022]obviously this is all very general ,leaving fertile ground for interpretation. perhaps more to the point on a practical level, FINRA reminds brokerdealers that they may conduct their own independent investigation of the issuer and the offering, and not simply rely on information provided by an independent counsel or due diligence firm hired by the brokerdealers, or the syndicate manager, the managing brokerdealer, the brokerdealer independent investigation has to include a reasonable investigation at a minimum into the following issuers: 5 (1) The issuer and its management。 (2) The business prospects of the issuer。 (3) The assets held by or to be acquired by the issuer。 (4) The claims being made。 and (5) The intended use of proceeds of the offering [RN 1022] FINRA also add adds a cautionary note on two particular areas of concern: (1) when the brokerdealer is an affiliate of the issuer and (2) when the brokerdealer and now the issuer prepare the private placement memorandum. [RN 1022] It also reminds brokerdealers to look for red flags, financial statements that, although purportedly audited by an accountant, contain numerous indications that the financial statements are inaccurate. Beyond these general principles, after a reminder of supervisory and documentation responsibilities, FINRA closed the notice with helpful list of specific areas brokerdealers should include in their investigation, including: 1. As to the issuers and management: a. Historical financial statements。 with particular focus on whether there are credible audited financial statements。 b. Inquiring about the activities and cash needs of affiliates。 c. Contacting customers and suppliers。 and d. Investigation of litigation and regulatory pliance。 2. As to the issuer39。 s business prospect: a. Review of the issuer39。 s business plan, including critical assumption。 and depth review of the financial models and projected returns, including stress testing. 3. As to issuer39。 s asset。 the asset on site。 and third party engineering and similaras to oil and gas, geologistreports.[RN 1022] In a footnote FINRA cautions securities registered representatives that description in the notice of the due diligence obligation of a brokerdealer is also 6 intended to cover the conitant responsibilities of any registered representatives who remends a regulation D offering to his or her customer. RN 1022 probably does not so much create new standards of due diligence as it makes existing standards。
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