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Articles Posted in Private Placement Memorandum

Jan Ernest Helen, of Denver, Colorado, submitted an AWC in which he was barred from association with any FINRA member in any capacity. Helen was registered with Janco Partners, Inc. from 1996 through September 2014.  Without admitting or denying the findings, Helen consented to the sanction and to the entry of findings that he failed and refused to appear for FINRA on-the-record testimony in connection with an investigation into his possible conversion or misuse of investor funds. The findings stated that Helen, through counsel, informed FINRA that he would not appear for testimony on the scheduled date or at a future date. (FINRA Case #2014042231401)

In 2012, FINRA sanctioned Helen for misconduct relating to a private placement offering and Janco’s failure to have a reasonable supervisory system for the sale of private placements.  Helen now faces even more serious allegations involving possible theft of customer funds.

Silver Law Group represents investors in securities and investment fraud cases.  Our lawyers are admitted to practice in New York and Florida and represent investors nationwide to help recover investment losses due to stockbroker misconduct.  If you have any questions about how your account has been handled, call to speak with an experienced securities attorney. Most cases handled on a contingent fee basis meaning that you do not pay legal fees unless we are successful.

James Edward Rooney Jr., of Carrollton, Texas, was fined by FINRA a total of $75,000, suspended from association with any FINRA member in any capacity for a total of two years and was suspended in any supervisory capacity for 18 months.  FINRA alleges that Rooney engaged in private securities transactions involving installment contracts without providing prior written notice his member firm. The findings stated that Rooney recommended the installment contract to his client without a reasonable basis for believing it to be a suitable investment. Rooney allegedly did not conduct a reasonable investigation into the company offering the installment plan contracts or the contracts themselves.  Rooney sold the product expecting to receive a commission. The findings also stated that Rooney made negligent misrepresentations of material fact to the customer. Although Rooney may not have known that his representations regarding the organization and the features of the contract were false, a simple investigation would have uncovered numerous red flags. Rooney also presented oversimplified, incomplete and misleading sales materials to his customer when soliciting the installment contract. The findings also included that Rooney failed to adequately supervise other registered representative’s sales of the installment contracts. (FINRA Case #2009019042402)

If you invested money with James Edward Rooney Jr., you may be entitled to recover some of your investment losses. Please call our securities law firm toll free at (800) 975-4345 to speak to an attorney to find out how we may be able to help you recover some of your investment losses through FINRA arbitration.

Meyers Associates, L.P. (CRD# 34171), Imtiaz A. Khan (CRD# 4084250) and Bruce Meyers (CRD# 1045447), of New York, New York, were named respondents in a FINRA complaint alleging that the firm and Meyers engaged in the improper public offering and sale of unregistered securities, in contravention of the Securities Act of 1933. The complaint alleges that through general solicitation, the firm and Meyers marketed an unregistered offering to over 1,000 individuals using boiler-plate emails, without first establishing a substantive relationship with each recipient solicited. In selling the offering, Meyers made exaggerated and unbalanced claims and improper predictions of how the stock would perform and omitted material facts, including full disclosure of the firm’s, Khan’s and Meyers’ ownership interest in the company. The emails did not contain adequate risk disclosures and failed to present a fair view of the investments. The FINRA complaint also alleges that the firm was required to file a private placement memorandum (PPM) for another offering with FINRA at or prior to the first time the document was provided to any prospective investor. The firm failed to do so and did not file the PPM until at least three months after providing the PPM to a prospective investor.  Meyers was one of the majority owners of Sign Path Pharma, Inc.

The complaint further alleges that the firm failed to establish and maintain a reasonable system for maintaining accurate books and records. Khan and Meyers caused the firm to record payments in its books and records, including payments for personal expenses improperly. As a result, the firm willfully violated Section 17(a) of the Securities Exchange Act of 1934 and Rules 17a-3, 17a-4 and 17a-5 thereunder; NASD Rule 3110; and FINRA Rules 2010 and 4511 by creating and maintaining inaccurate books and records.

In addition, the complaint alleges that the firm failed to establish and maintain a reasonable system, including adequate WSPs, for the review by a registered principal of incoming and outgoing electronic correspondence. The firm did not maintain any documentation that adequately identified the communications reviewed, the reviewers or the dates on which the communications were reviewed. The firm failed to report, and failed to timely report, customer complaints. Most of the complaints were sent to registered representatives via email, and contained allegations of sales practice violations. The firm failed to locate many of these emails through any supervisory review of email communications. The firm also failed to establish, maintain and enforce written supervisory control policies and procedures concerning the transmittal of customer funds and the activities of producing managers. In addition, the firm prepared a deficient NASD Rule 3012 report during 2009. (FINRA Case #2010020954501)

Darrell Smith of Mason City, Iowa, worked at Multi-Financial Securities Corporation from 2001 through 2012.  In 2014, FINRA finally suspended Mr. Smith from the securities industry after Smith failed to respond to FINRA’s request for information.  However, Mr. Smith’s employer, Multi-Financial Securities Corporation, is currently the target of multiple FINRA arbitration claims by Mr. Smith’s customers who allege the firm and Mr. Smith misrepresented private placements and Mr. Smith misused client funds.  Additional claims relate to the unsuitable sale of variable annuities.

Multi-Financial Securities Corporation permitted Mr. Smith to resign in March 2012 after a client alleged representative signed a variable annuity application with the client’s consent, in violation of the firm’s policies.

Silver Law Group represents investors in securities and investment fraud cases.  Our lawyers are admitted to practice in New York and Florida and represent investors nationwide to help recover investment losses due to stockbroker misconduct.  If you have any questions about how your account has been handled, call to speak with an experienced securities attorney. Most cases handled on a contingent fee basis meaning that you do not pay legal fees unless we are successful.

The Financial Industry Regulatory Authority (FINRA) has recently sponsored a new securities industry rule that makes the information included on customer account statements more transparent.  Transparent commissions will likely lower the total up-front commissions a broker can collect on certain popular securities as investors realize the steep fees they are paying.

Nontraded real estate investment trusts (REITs) are among the most popular investment products sold by registered representatives and their broker-dealers.  Typically sold for less than $10 per share, the commission to a rep and the firm in this $1.4 billion “alternative investment” sector of the retail investment market is 7%, though the amount that goes toward the total upfront commission is split amongst several different players involved in selling the REIT.  A problem for investors is that their account statements do not clearly show the breakdown of those commissions or the estimated per-share valuation of their investment — something that the current rules do not require be revealed to them until 18 months after the REIT sponsors stop raising funds.

Under FINRA’s proposed new rule, the time frame in which broker-dealers will have to show investors a true valuation of such purchases will be drastically sped up.  By accelerating that timetable, investors will be provided quicker and much greater transparency in seeing the commissions being charged to them; and industry experts anticipate that broker-dealers are likely to lower the fees they assess to investors on such alternative investments.  Both nontraded REITs and illiquid private placements known as “direct participation programs” (DPPs), which would also fall directly under this new rule, have frequently been criticized for high commissions.

According to recent SEC filings, the Endowment Master Fund LP, has offered investors an exit strategy from the hedge fund offering a new fund through a Private Placement Memorandum (PPM) which will be used to liquidate the Fund.  The Endowment Master Fund, LP was marketed heavily by Wall Street firms, including Merrill Lynch.  The PPM describes the Offer as a like-kind exchange of investors’ pro-rata interest of the portfolio holdings into a new PMF Fund, LP.   According to the SEC filings, dated February 20, 2014, “the PMF Fund, LP and the Endowment Master Fund, LP will be managed differently, with the PMF Fund, LP managed for purposes of orderly liquidation.”

For investors, the Offer provides little certainty because investors must choose whether to liquidate now without knowing the true value of the Fund which will be determined at a later date.  `The Offer for the like-kind exchange expires March 19, 2014 which requires more than a leap of faith for investors in a hedge fund that has languished far behind the market returns.  Investors must make an investment decision without knowledge of the value exchanged and how much will be realized during the liquidation period.  According to the New York Times article, After Weak Returns, the Endowment Fund Limits Withdrawals, the hedge fund, “began to struggle in 2011, suffering losses of about 4.1 percent, after fees, compared with a gain of 2.5 percent by the S&P 500.”

 On February 24, 2014, a Thomson Reuters article underscores the effects of the substantial hedge fund costs on the Funds dismal performance, “Even for investors who stay with the fund, there will be high costs.  They will not be permitted to ask for any money back this year.  They will also be charged a 1 percent management fee and a 1 percent servicing fee.  On top of that there will be the fund’s underlying managers’ 1.3 percent management fee and a 16 percent of profits as an incentive fee.”  The article points to the hedge fund underperformance in 2013, “with the fund earning only 2.08 percent last year, dramatically trailing the Standard & Poor’s 32 percent gain.”  For Merrill Lynch customer’s, “If investors accessed the Endowment Fund through Merrill Lynch they will have paid as much as a 2.5 percent upfront charge.”

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