SEC Enters Cease and Desist Order in Connection with Online Campaign to Buy Beer Company
FOR IMMEDIATE RELEASE
Washington, D.C., June 8, 2011 — The Securities and Exchange Commission today announced a settlement with two advertising executives who launched a campaign to buy a beer company through a solicitation of investors on Facebook and Twitter without first registering with securities regulators and making the necessary disclosures.
Michael Migliozzi II and Brian William Flatow consented to a cease and desist order after directing investors to their website, BuyaBeerCompany.com, and soliciting pledges for a hoped-for $300 million purchase of the Pabst Brewing Company.
Under federal securities laws, the two men were required to register their offering before seeking to sell shares to the public. The registration requirements include publicly disclosing a company's financial condition and other information that could help investors determine whether to invest.
"All investors are entitled to know certain basic information about a company before being asked to invest," said Scott Friestad, Associate Director in the SEC's Division of Enforcement. "Just because would-be investors are being solicited online doesn't make them less deserving of the protections under our securities laws."
The SEC's order found that Migliozzi and Flatow intended to solicit funds in two stages. In the first stage, the two sought pledges and required that pledgors only supply an e-mail address, first name, last name, and pledge amount. If they received $300 million in pledges, the second stage would consist of collecting the pledges and undertaking to purchase Pabst.
According to the order, Migliozzi and Flatow also created a Facebook page and Twitter account in order to advertise their offering. Would-be investors visiting the website were told that each investor would receive a certificate of ownership as well as beer of a value equal to the amount invested.
The order further states that in February 2010, the two men said they had received more than $200 million in pledges from more than five million pledgors, and that Migliozzi and Flatow were searching for a firm to assist in the acquisition. The website, which the two men launched in November 2009, continued to solicit pledges until it was taken down in April 2010.
In the end, the two never received the $300 million in pledges, and never collected any money.
The SEC's order finds that Migliozzi and Flatow violated Section 5(c) of the Securities Act of 1933. As a result, it directs Migliozzi and Flatow to cease and desist from committing or causing any violations and from committing or causing any future violations of Section 5(c) of the Securities Act. Migliozzi and Flatow consented to the issuance of the order without admitting or denying any of the findings in the order except jurisdiction, which they admitted.
While federal laws require the registration of solicitations or "offerings," some offerings are exempt. Some of the most common exemptions from the registration requirements include private offerings to a limited number of accredited investors or institutions, as well as offerings of limited size. For information about the securities registration process and the types of information to be disclosed in offering documents, see the SEC's online publication Registration Under the Securities Act of 1933.
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For more information about this enforcement action, contact:
Scott W. Friestad
Associate Director, SEC Division of Enforcement
Nina B. Finston
Assistant Director, SEC Division of Enforcement