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US private placement: Difference between revisions
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# '''Commodity pool''': Could it be considered a commodity pool, and the arranger therefore a commodity pool operator? Applies to initial sales an those you plan from the outset. If there is no cash-settled derivative (ie physically-settled forward sales only) out of scope. | # '''Commodity pool''': Could it be considered a commodity pool, and the arranger therefore a commodity pool operator? Applies to initial sales an those you plan from the outset. If there is no cash-settled derivative (ie physically-settled forward sales only) out of scope. | ||
#'''’34 Act liability''': Securities liability for sale: Issuer risks “10b-5 liability” for misstatement in an offer prospectus. | #'''’34 Act liability''': Securities liability for sale: Issuer risks “10b-5 liability” for misstatement in an offer prospectus. | ||
===[[Volcker rule]]=== | |||
The Volcker rule generally prohibits banking entities from engaging in proprietary trading or having certain relationships with hedge funds or private equity funds (“[[covered fund]]s”). It applies to any entity, or any affiliate or subsidiary of an entity that is: | |||
*A banking entity insured, or controlled by an banking entity insured, by the Federal Deposit Insurance Corporation. | |||
*A foreign bank having branch or agency in the United States. | |||
*Any non-bank financial company designated by the Financial Stability Oversight Council for supervision by the Federal Reserve Board. | |||
The “covered fund” exemption allows in-scope entities to invest in or sponsor certain types of funds that are not considered “covered funds” under the Volcker Rule, such as: | |||
*Foreign public funds | |||
*Loan securitizations | |||
*Public welfare investments | |||
*Small business investment companies | |||
===[[Risk retention rule]]=== | ===[[Risk retention rule]]=== | ||