SEC Violations in Note Investing

[Chris Seveney]

I saw this on Facebook today from a well respected attorney - I see advertising on this site and Facebook by investors soliciting JV funding or "passive" investors without having their attorney review what they are posting. Many of these violate SEC laws and below is an example:

For all of you that think that the SEC doesn't care about your general solicitation, you could not be more wrong. Today the SEC came out with this as part of their complaint against a defendant selling private securities:

"Respondents did not have pre-existing, substantive relationships with a number of the Fund’s investors and engaged in a general solicitation of public interest in the offering through Fund's website and traditional media interviews."

It continues to be unlawful to solicit for investors outside an applicable exemption such as one under Rule 506(c). This means solicitation on FB, FB pages, your website, Linked In, other social media, or standing up in the front of the room at your local REIA and asking "does anyone want to invest?"

Ask yourself: "do I really have a pre-existing, substantive relationship with all of my FB friends or all of those in that FB group I just posted to?" Such a relationship is "intimate knowledge of one's financial ability to invest." You can achieve this through an investor qualification form and that is the safest way to achieve such a relationship.

I see this type of offense all the time and people always have an excuse as to why the rules don't apply to them...until they do apply to them.

By the way, the defendant above raised a total of $567,000 - not millions of dollars. So if you don't think the SEC will care about "little ol' you" you couldn't be more wrong. You are what is referred to as "low hanging fruit."

[Chris Seveney]

@Bryan Hartlen

What you have written appears to be correct. In regards to the last section it is my understanding you cannot “pool” money if it is not a fund. One investor for each deal.

You can still do joint ventures but it should follow the howey test which boils down to

1. Knowing the individual (and not meeting on Facebook and having a chat on messenger)

2. Investor must have active role and cannot be passive

3. Cannot solicit

This is very high level and not everything but these are the most common items people ignore.