April 26, 2010
I have reviewed portions of Securities Act Release No. 9117 dated April 7, 2010.
The release contemplates, among other things, amendments to Rule 144A and Regulation D.
I have noted that in the past, that some brokerage firms in order to get around the requirements of compliance with Rule 144A, such as a transaction with a United States resident/entity requiring that the purchaser be a "qualified institutional buyer", that the brokerage firm states on the confirmation that it was done pursuant to Regulation S. When a brokerage firm does a transaction in this manner and holds the securities in street name/safekeeping, the registrar/trustee/transfer agent never obtains the suitability certificates from a purchaser that may be required in a particular offering and does not even know who the benefical owner is of the security.
I am unable to determine how the proposed rules will cure this problem, i.e. the sale of a security to a purchaser that does not meet the necessary requirements, such as the sale of securities to a U.S. bank with less than $25 million of auditied net worth.
Please let me know if I can provide additional information or clarification.
Thank you, Garland Binns
Garland W. Binns, Jr.
DOVER DIXON HORNE PLLC