Sentinel Government Securities, a Wall Street dealer in money market instruments and Government securities, is being investigated by a Federal grand jury for reportedly creating millions of dollars worth of fraudulent tax shelters. To carry out the scheme, the article says, Sentinel maintained two separate trading operations, one to deal in the legitimate market and one for its fraudulent shelters. To create the tax losses, the article said, Sentinel, together with other unnamed securities companies, documented trades of Treasury bills that were never actually purchased or exchanged. The partners were unaware of the questionable nature of the transactions, the Journal article says. The grand jury investigation came to light last year at a Federal court hearing into a challenge to a November , raid on Sentinel's offices in which Federal investigators took more than boxes of documents.
Recipients of this summary agree that the manager and offerings, its affiliates and their respective partners, members, employees, officers, directors, agents, and representatives shall have no liability for any misstatement or omission of fact or for any opinion expressed herein. The only way that those losses might have been "caused" by the alleged discussions and agreements of the moving defendants would be in a "but for" sense, and such "but for" causation is clearly insufficient to state a Section 10 b claim. Private offering memorandums by sentinel partners parties strenuously disagree, however, as to when those statutes actually began to run. Business U. The defendants have moved for dismissal under Fed. Personal Finance. Chung Pei Chemical Industry Co.
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Going Public Going public meorandums the process of selling shares that were formerly privately held to new investors for the first offeding. The most common type of equity Offering Memorandum is one that sells shares or stock in a company. Compare Investment Accounts. If a company is raising capital worldwide they will use international legends that are country specific. Our team at Prospectus. During recessions or down economies companies in the real estate apartment sphere build apartments as the market grows, which has been true in many parts worldwide in the past 10 years. For companies seeking to develop large The view rosie gossip or skyscrapers our team at Private placement memorandum can help in all aspects of the ofering, from feasibility study research to business plan and private placement memorandum partnners. An offering memorandum, while used in investment finance, is essentially a thorough business plan. After compliance is met, the document is circulated among a specific number of interested parties, usually chosen by the company itself. Call us at: Private offering memorandums by sentinel partners. Blind Pool A blind pool is a direct participation program or limited partnership that lacks a stated investment goal for the funds that are raised from investors. Contact Us Today for a Free Consultation.
Frequently asked questions about our investment strategy and philosophy, operations, and approach.
- Our team at Prospectus.
- An offering memorandum is a legal document that states the objectives, risks, and terms of an investment involved with a private placement.
- If you own a private company and need to raise money to expand, you'll need to create an Offering Memorandum to attract private investors.
- Our team at Prospectus.
- Such real estate holding an include single family homes condos, apartments, skyscrapers, malls, hotels and really the entire gamut of the real estate market.
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Several aspects of workplace culture comprise the rating index, including Alignment, Execution, and Connection. In October, MLG Capital moved into a new headquarters building in Brookfield that features a modern, open-concept office space with amenities like a large employee lounge, outdoor patio and other gathering spaces, as well as Pilates, pinball, bocce, a pool table and more.
The concept is intended to promote strong workplace communication and productivity. Quite simply, we enjoy each other's company and our relationships with the investors, tenants and the communities in which we do business," Mooney said. As a result of the MLG Capital team's commitment and dedication, each of the MLG Private Funds has successfully acquired, directly or indirectly, a geographically diverse portfolio of commercial real estate primarily consisting of in order of preference multifamily properties, industrial, retail, and office properties in several key U.
Since the inception of MLG Capital, the firm and its associated entities have had active, exited or pending investments of approximately We're proud that our track record of favorable returns has earned us a strong reputation and following. The company understands that investors want a consistent return on their real estate investments without the hassle of management and strives to operate as a family. MLG Capital has proven its ability to achieve profits in various market cycles and economic conditions and believes deal sourcing is key in finding opportunities, regardless of cycle.
This article is not intended to be relied upon as the basis for an investment decision, and is not, and should not be assumed to be, complete. The contents of this article are not to be considered as legal, business or tax advice, and each prospective investor should consult its own attorney, business advisor and tax advisor as to legal, business, and tax advice.
This article does not constitute an offer or solicitation in any state or other jurisdiction to subscribe for or purchase limited partnership interests in an offering. Recipients of this summary agree that the manager and offerings, its affiliates and their respective partners, members, employees, officers, directors, agents, and representatives shall have no liability for any misstatement or omission of fact or for any opinion expressed herein.
An investment into a private offering is subject to various risks, none of which are described herein. Valuations may be internally prepared. Website- www. Contact Us. News in Focus Browse News Releases. Multimedia Gallery. Trending Topics. Business Technology. General Business. Consumer Technology. In-Language News. Share this article.
What About a Business Plan? During recessions or down economies companies in the real estate apartment sphere build apartments as the market grows, which has been true in many parts worldwide in the past 10 years. Our team of attorneys and consultants have written hundreds of REIT related private placement memorandum documents. Our step-by-step interview process makes creating a printable Offering Memorandum easy. Included in the offering term section will be the stock or share price, or bond or note price, investors requirements, use of proceeds, some risks factors, and, if a debt offering, the maturity date and interest rate.
Private offering memorandums by sentinel partners. How it works
If your company is considering raising capital for your UCITS and need an Offering Memorandum for investment purposes reach out to us any time.
A Offering Memorandum is a disclosure document that is given to investors for their investment consideration. Investors in a OM can vary from accredited to non-accredited investors, venture capital, private equity and many types. The Offering Memorandum is the most popular disclosure document used to raise capital worldwide.
There are many varying types of Offering Memorandums. The type of offering will determine the specific nature of the OM. The two-main private placement offering memorandum documents used throughout the world are an equity private placement or a debt private placement. There are many features and sections that go into the writing of an Offering Memorandum that is geared for raising capital. Here are just a few segments of the OM:. A Offering Memorandum is meant for an issuing company to be compliant with both state and federal laws, no matter where the OM is issued.
A company selling securities wants to ensure they do not break any laws when approaching investors and are exempt for registration requirements. For an investor to make an educated decision the OM should contain all the noted data above, including financial projections and past financial performance and of course the risk factors of the business and industry.
Risk factor information will not scare away experienced investors who are most likely well aware of such language being placed in an Offering Memorandum. The important thing is make sure your company is compliant with securities laws and regulations when raising capital.
While a business plan is not always included in the Offering Memorandum, many companies do create a section for some information related to the business. Others will create a full exhibit and put the entire business plan in that section, while others will just put an executive summary in the OM.
The business plan is normally the first document a company would create when starting a business and most likely prior to raising capital. The business plan and the Offering Memorandum are in many ways two sides of the coin.
The Offering Memorandum details what the investor will receive in return for their money, i. Here at Prospectus. We believe that having a solid business plan is the key to creating a solid company and getting to the point where one can raise money by creating a Offering Memorandum. If you company requires an Offering Memorandum or business plan, feel free to contact us anytime for a free consultation.
What is Offering Memorandum A Offering Memorandum is a disclosure document that is given to investors for their investment consideration. Equity : In an equity offering, a company will sell an ownership stake. The most common type of equity Offering Memorandum is one that sells shares or stock in a company.
In addition, an limited liability company LLC or a limited partnership LP may sell units, or limited partnership interests of the company. Some issue sweeteners, like preferred shares or preferred stock. Debt : In a debt offering, a company will sell securities such as a bond or a note.
In a debt Offering Memorandum, a company will detail the securities being sold, such as the interest rate, maturity date, and other terms of the notes or bonds. In other types of debt issuance offering memorandums a company might offer convertible bonds or convertible notes. For an investor to make an educated decision the PPM should contain all the noted data above, including financial projections and past financial performance and of course the risk factors of the business and industry.
Risk factor information will not scare away experienced investors who are most likely well aware of such language being placed in a private placement memorandum. The important thing is make sure your company is compliant with securities laws and regulations when raising capital. While a business plan is not always included in the private placement memorandum, many companies do create a section for some information related to the business. Others will create a full exhibit and put the entire business plan in that section, while others will just put an executive summary in the PPM.
The business plan is normally the first document a company would create when starting a business and most likely prior to raising capital. The business plan and the private placement memorandum are in many ways two sides of the coin.
The private placement memorandum details what the investor will receive in return for their money, i. Here at Prospectus. We believe that having a solid business plan is the key to creating a solid company and getting to the point where one can raise money by creating a private placement memorandum.
If you company requires a private placement memorandum or business plan, feel free to contact us anytime for a free consultation. What is Private Placement Memorandum A private placement memorandum is a disclosure document that is given to investors for their investment consideration. Types of Private Placement Memorandums There are many varying types of private placement memorandums.
Equity : In an equity offering, a company will sell an ownership stake. The most common type of equity private placement memorandum is one that sells shares or stock in a company. In addition, an limited liability company LLC or a limited partnership LP may sell units, or limited partnership interests of the company. Some issue sweeteners, like preferred shares or preferred stock. Debt : In a debt offering, a company will sell securities such as a bond or a note.
In a debt private placement memorandum, a company will detail the securities being sold, such as the interest rate, maturity date, and other terms of the notes or bonds. In other types of debt issuance offering memorandums a company might offer convertible bonds or convertible notes. In this type of transaction, the debt securities will convert to equity at a pre-determined date. Rules : In addition to debt or equity, there are various national and in some cases, international rules that apply to each private placement memorandum.
Included in Reg D is also b and c offerings. There is also Regulation A Reg A. Sections of a Private Placement Memorandum There are many features and sections that go into the writing of a private placement memorandum that is geared for raising capital.
Here are just a few segments of the PPM: Executive Summary : an executive summary is normally a one or two-page summary of the business plan. Jurisdictional Legends : the jurisdictional legends are specific country and state regulations governing the sale of securities in each jurisdiction. If a company is raising capital worldwide they will use international legends that are country specific. Each country has their own rules regarding the flow of capital from outside investors and local investors.
Terms of the Offering : the terms of the offering will highlight the relevant features of the issuance. Included in the offering term section will be the stock or share price, or bond or note price, investors requirements, use of proceeds, some risks factors, and, if a debt offering, the maturity date and interest rate.
The terms of the offering are the main component of a private placement memorandum.
Sentinel | Private Equity | Frequently Asked Questions | Investment Strategy
Colodner, Sandra J. Alcott, David G. Plaintiffs in these consolidated actions are former owners of limited partnership interests "units" in defendant Sentinel Government Securities "SGS". The action is presently before the Court on the motions of defendants Lasser Marshall Inc.
These actions arise out of the defendants' allegedly fraudulent and criminal sham trading of government securities, and a variety of related fraudulent bookkeeping transactions. The moving defendants raise a variety of challenges to the sufficiency and timeliness of the claims made in the Complaint. The plaintiffs in these actions purchased SGS units in November, A private placement memorandum and related offering materials collectively the "Offering Memorandum" was prepared by SGS and certain of its officers, employees and agents, and distributed to plaintiffs prior to the November, purchases.
That Offering Memorandum included discussion of possible tax benefits associated with the SGS investments, and described SGS's prospective trading activities in the secondary market for interest sensitive instruments such as Treasury bills, bonds and notes. The profits and potential tax savings would be accomplished through the use of "hedging" techniques, and arbitrage agreements involving repurchase and reverse purchase agreements.
Plaintiffs assert that the tax-advantage trading described in the Offering Memorandum never occurred, and the trading activity purportedly undertaken by SGS was not bona fide.
It is alleged that, at the time the Offering Memorandum was made, the defendants did not ever intend to conduct legitimate trading at all, but knew of, and planned, the fake trading scheme.
On November 17, , agents acting on behalf of the United States Attorney for the Southern District of New York the "government" seized virtually all of the business documents of SGS pursuant to a search warrant. The warrant was issued in connection with a criminal investigation of SGS and related entities. The managing general partner of SGS, Michael Senft "Senft" , was a major participant in the alleged activities, and a primary target of those Government investigations.
Throughout the continuing investigation of SGS and its related entities, Senft issued communications and made representations to the plaintiffs and the other limited partners. SGS initially stated to the limited partners that the government was "reviewing" the papers, apparently in relation to "tax consequences of transactions" undertaken by SGS.
Affidavit of Eric W. Berry, Esq. The stated position of SGS was that it was attempting to secure the return of seized records.
Berry Affidavit, Exhibit E. As late as June of , SGS informed the plaintiffs that it was "making efforts In the ensuing weeks, SGS unsuccessfully attacked the legality of the search and seizure of its records.
After oral argument, the challenge to that warrant was rejected in a January 5, opinion issued by Honorable Charles S. The opinion did not mention any of the moving defendants, or any other possibly involved parties. Berry Affidavit, Exhibit C. Subsequent challenges to the seizure were similarly rejected by the Court. The transmittal letter and memorandum that accompanied the redemption offer included various acknowledgments of the criminal actions apparently being instituted against SGS, and noted that a "government securities firm which was one of the Partnership's trading counterparts" was unwilling to confirm or deny substantial transactions with SGS.
Berry Affidavit, Exhibit F at The present plaintiffs eventually redeemed their partnership units. Declaration of Ellen J. Gleberman, Esq. Convictions on certain of those charges were obtained against various of the criminal defendants, but none were obtained or sought against the moving defendants herein.
The jury hung on the specific counts involving SGS. Vitrella and Allen, former officers of LMI, testified at trial in exchange for grants of immunity from the government. The Internal Revenue Service subsequently determined that the SGS transactions challenged in the indictment were not sufficient to allow the plaintiffs the tax benefits, namely claimed losses and offsetting capital gains, that they had asserted for , and Plaintiffs commenced the instant action, Huang, et al.
SGS et al. The California plaintiffs originally filed their complaints, Scharffenberger, et al. SGS, et al. The California actions were transferred to this Court, and the Scharffenberger and Huang actions were consolidated in the Complaint that is the subject of these motions.
The Cowling action was subsequently consolidated with the other actions by stipulation and order filed on March 2, The present motions raise a variety of challenges to the plaintiffs' actions. Generally, these include: 1 the sufficiency of the federal securities law claims stated in the complaint, including both Section 10 b of the '34 Act and Section 17 a of the '33 Act, 2 the sufficiency of the stated RICO claims, 3 the sufficiency of the state law claims for negligent misrepresentation, 4 statute of limitations issues on the federal and state law claims, and 5 this Court's jurisdiction over the state common law claims.
The defendants have moved for dismissal under Fed. On a motion to dismiss, the complaint must be read generously, and every favorable inference drawn in favor of the plaintiffs. Pross v. Katz, F. The complaint should only be dismissed if it is "beyond doubt that the plaintiff can prove no set of facts in support of his claim that would entitle him to relief. Chung Pei Chemical Industry Co. Orthomolecular Nutrition Institute, Inc. Summary judgment may be granted pursuant to Fed.
Gulf Oil Corp. The substantive law governing the case will determine those facts which are material, and "[o]nly disputes over facts that might affect the outcome of the suit under the governing law will properly preclude the entry of summary judgment Liberty Lobby, Inc.
The Court's function in a summary judgment motion is not to "weigh the evidence and determine the truth of the matter, but to determine whether there is a genuine issue for trial. See also R. Bigelow, Inc. Unilever N. The moving parties are not required, however, to produce "affidavits or other similar materials negating the opponent's claim.
When this initial showing is made, it becomes the non-moving party's burden "to set forth specific facts showing that there is a genuine issue for trial. In ascertaining whether there are material issues to be tried, the Court must "resolv[e] ambiguities and draw reasonable inferences against the moving party.
Fire Ins. City of New York, F. If a material factual issue may only be determined by a trier of fact, namely, if the material issue could reasonably be resolved in favor of either party, summary judgment is not proper. The non-moving party must, however, "do more than simply show that there is some metaphysical doubt as to the material facts. Zenith Radio Corp. See also, King Service Inc. The Limited Stores, Inc.
Additionally, disagreement as to "ultimate facts or conclusions" will not make summary judgment by the Court improper, where the material facts pertinent to the movant's motion are not legitimately disputed. Burroughs Wellcome Co. Commercial Union Insurance Co.
See, e. Hutton Group, Inc. See also, Eickhorst v. The moving defendants raise two related, analytically intertwined challenges to the Section 10 b claims. The factual basis of the Complaint's Section 10 b claims involves the December sale of the partnership units to the plaintiffs.
The moving defendants assert that their allegedly fraudulent activities largely post-date that Offering, and in any event; 1 did not occur "in connection with" the sale of those securities, and 2 had no causal relationship to the plaintiffs' losses.
Even giving the Complaint its broadest possible import, and resolving any doubts as to the existence of material factual issues in favor of the plaintiffs in accord with the standards set out above, the Court must agree that no Section 10 b claim can be stated against the moving defendants. The alleged sham transactions between the moving defendants and SGS cannot, themselves, support a Section 10 b claim. All of those transactions occurred after the December purchases of the partnership units.
Such post-purchase activities have consistently and explicitly been rejected as bases for Section 10 b liability. Capital Underwriters, Inc. The closer question involves those portions of the Complaint which charge that, "prior to the date Plaintiffs purchased their Units," the moving defendants had meetings and an "arrangement" with SGS to undertake the fraudulent trading scheme.
Additionally, certain principals of the moving defendants are alleged to have had knowledge of the Offering Memorandum. These allegations do not suffer from the clear temporal deficiency of the sham transactions themselves.
See Zuckerman v. Harnischfeger Corp. The issues, however, are whether these alleged activities constitute the "substantial assistance" necessary to create Section 10 b liability, Armstrong v.
McAlpin, F. See generally Chemical Bank v. Plaintiffs argue that the subject of the alleged agreements was so intertwined with, and part of, a unified fraudulent scheme, that connection and causation necessarily had to exist. This argument blurs the distinction between the two distinct frauds alleged in this suit. There were fraudulent statements made in the Offering Memorandum, with which the moving defendants had no association, but which clearly were "in connection with" the purchase or sale of a security, and caused losses that arose from those purchases.
There were also substantive frauds that involved the sham trading transactions, which did involve the moving defendants, but which occurred after the securities were acquired. Plaintiffs seek to tie the later frauds to the former through the alleged pre-purchase agreements and knowledge, and thereby create a Section 10 b action against the moving defendants. See Kaliski v. Hunt Intern.