How Fundrise, Crowdfunding’s Most Celebrated Startup, Cherry-Picks its Numbers
December 8, 2015 -- The Real Deal
Richard Morris was quoted in The Real Deal regarding the real estate crowdfunding website Fundrise. The company recently launched a non-listed mortgage REIT regulated under Series A of the JOBS Act, which allows investors to buy shares online without having to go through a registered broker-dealer and used general advertising to solicit investments from non-accredited investors. Morris commented on the next phase of this innovative method of securities distribution. “What might be interesting as more and more general solicitations are being done in a public way is the next question, which is what other consumer type of laws might be applicable.” He added, “Down the road there will be people who don’t give robust advertisements and more or less tease people. If people started doing that you can imagine states and the SEC coming together to give more specific advertising rules on a stand-alone basis.”
Alternative asset managers look for an aisle in the retail market
September 18, 2015 -- The Deal
Richard Morris was quoted in The Deal about the potential of individual investors having access to alternative investments like private equity. "To say that an individual investor is going to be permitted to buy an alternative investment product ... that's probably not going to happen," Morris said. "The very underpinning of securities law is protection. I think the SEC takes a great deal of comfort that, even in the last several major meltdowns [in the financial system] that we haven't revisited the 1930s."
Richard Morris: The Fate of CRE Investment Structures
September 9, 2015 -- Commercial Property Executive
Richard Morris spoke to Commercial Property Executive about the IRS's recently proposed rules reclassifying how private equity executives' management fees are taxed. Under the rules, firms will find it harder to convert their fees — which are taxed at high rates — into carried interest. Rick's Q&A explores how this change will impact the commercial real estate industry's investment structures. He wrote, "My primary concerns are the inconsistencies and imbalances that are created by the way this amendment seeks to increase tax revenue…The amendment disregards the fundamental distinction between a partner and an employee or contractor and adversely impacts the fundamental alignment of one of the most successful investment structures created by Wall Street."
Cannabis Economy Lags Behind Legalization
August 28, 2015 -- Institutional Investor
Richard Morris was quoted in Institutional Investor about the marijuana banking industry and confusing guidance issued by FinCEN last year to help the burgeoning marijuana industry, banks and credit card companies start to reconcile their practices and expectations. “All of this is prosecutorial guidance, so it can change,” said Morris. “It’s sort of like dealing with a permission that could be revoked at any time. What’s proper today may not be proper tomorrow, so I can’t tell [a prospective banker] they won’t be a target.”
Final Pay Ratio Rule Gives a Few Compliance Breaks
August 11, 2015 -- Compliance Week
Richard Morris was quoted in Compliance Week about the Securities and Exchange Commission recently adopted regulations requiring CEO pay ratio disclosure rule for publicly traded companies. Morris advised that companies not view the rule in isolation, but see it as one piece in the SEC's broad spectrum of required compensation disclosures. "This gives greater importance to the disclosure that is going to be required when you put out your compensation policy. This is what a prudent compensation committee should already be using to evaluate the compensation of their executives."
Carried Interest Unexpectedly Re-emerges for CRE
July 26, 2015 -- GlobeSt.com
Richard Morris is quoted in GlobeSt.com on a newly proposed rule by the Internal Revenue Service that would convert the carried interest payments that are treated as capital gains into ordinary income, an important “income equality” initiative that has gained favor. Richard comments on the significant impact this would have on the industry and provides “three scenarios that he believed will play out.”
Resisting the Merge
March 4, 2015 -- The MReport
Richard Morris was quoted in The MReport, a publication dedicated to mortgage banking news. The article discussed new financial regulation rules for the mortgage lending industry under the Dodd-Frank Wall Street Reform and Consumer Protection Act. Richard compared the battle over more compliance to a sunrise-versus-sunset philosophy. "I think what people need to know is that their bankers . . . have to embrace these regulations," Morris said. "There is a prudent course that has been plotted for us and we need to follow that course."
Money Transfer Business Is on the Rise — Time to Get Out
March 2, 2015 -- American Banker
Richard Morris was quoted in American Banker on banks scaling back or exiting their international remittances business because of several factors, including regulatory scrutiny of anti-money-laundering rules and disruptive technology. A remittance is a money transfer by a foreign worker to an individual in his or her home country. "This is the type of business where technology will be very disruptive," Richard said. "Within a short period of time, I suspect the remittance market will be dramatically changed."
How Management Changes Can Affect Disclosure
February 17, 2015
Richard Morris was quoted in a story on Privcap, a digital thought leadership platform for the global private capital market. The story detailed public disclosure priorities for private equity firms in light of the regulatory changes mandated by the Dodd-Frank Wall Street Reform and Consumer Protection Act.
NY Biz Court Getting Fed Up With 'Merger Tax' Suits
January 12, 2015 -- Law 360
Richard Morris was quoted in a Law360 story regarding a recent New York judge's ruling that criticized a plaintiff's firm for litigation challenging the $2.7 billion acquisition of Texas Industries Inc. by Martin Marietta Materials Inc. The judge called the case "troubling" for a settlement that resulted in "trivial" disclosures to shareholders and a $500,000 fee to the plaintiff's firm. "There's always a tension you are going to have as a judge between allowing people to have their day in court and allowing for these lawsuits," Richard said. "But there's no reason why a shareholder should be allowed to simply to extract a merger tax."
The Stoler Report: Crowdfunding for Commercial Real Estate (Video)
Richard Morris was a guest on The Stoler Report, a weekly television show that airs on PBS and New York City's only weekly television show profiling the real estate and business trends in the tri-state region. Mr. Morris discussed the impact of the SEC new crowdfunding and revised Regulation D regulations and for commercial real estate, and provided the perspective to real estate developers and investors and how it differs from other real estate investment products. To watch the full video, follow the link.
Herrick Develops Customized Transaction Structure to Assist Ubiquity, Inc. Ahead Of Potential Nasdaq Listing
October 3, 2014
New York, NY – October 3, 2014 – Herrick, Feinstein LLP announced today that it developed a customized transaction structure for Ubiquity, Inc. (OTCBB: UBIQ, “the Company”), which addressed potential adverse selling pressure in the Company’s common stock and allowed it to move forward with its plan to seek an “uplisting” to NASDAQ. The transaction structure may be employed on behalf of public companies with a range of complex and stepped shareholder classes.
Lines Blur When Lobbyists Invest in Industries They Represent
December 26, 2013 -- The Wall Street Journal
Herrick Corporate Department Co-Chair Irwin A. Kishner was quoted in the Wall Street Journal article "Lines Blur When Lobbyists Invest in Industries They Represent." In the article, which reports on the laws and regulations concerning political lobbyists' use of market-moving information, gleaned from government sources, Mr. Kishner says, "it is illegal to make trades based on information from a company, but it can be entirely legal if you trade on information from the government. Clearly, that's a window that needs to be shut.”
Regulators Eye Chinese Wall for Reverse Mergers
September 13, 2011 -- Compliance Week
Irwin Kishner notes that the major stock exchanges' regulations regarding companies that want to go public in the U.S. via a reverse merger are attributable to some highly publicized frauds and collapses of share prices among Chinese companies that employed reverse mergers. The major exchanges now require companies that want to go public via reverse mergers to to file annual reports with the SEC, list for at least a year on a regulated exchange and maintain a minimum share price.
SEC order against Hackensack company is rare
March 2, 2011 -- The Record
Louis Goldberg says the SEC's denial of a New Jersey company's request to withdraw its plans to conduct an initial public offering can be due to a variety of reasons: an inquiry by its enforcement division, adverse financial issues, or a company's attempts to sell shares privately. Whatever the reason, he says, the denial will complicate any effort by Wave2Wave to raise capital in private or public markets.
Gerova Financial Unit’s Assets Were Questioned in SEC Wells Notice
January 25, 2011 -- Forbes.com
Arthur Jakoby is quoted, and our representation of Stillwater Capital Partners is noted, in the blog entry “Gerova Financial Unit’s Assets Were Questioned in SEC Wells Notice,” which discusses the Wells Notice that Stillwater received in June 2010.
SEC Rule Has Swaps Traders Running Scared
January 12, 2011 -- Hedge Fund Alert
Patrick Sweeney notes that a new SEC rule -- which traders did anticipate -- covers security-based swaps for the life of the contract. Pat notes that under the newly promulgated rule, traders can be liable in cases of ordinary disputes about calculating values or netting cash payments.
Once on Sleepy Beat, Regulator Is Suddenly Busy
November 5, 2010 -- The New York Times
Therese Doherty, who routinely represents financial institutions before the CFTC, says the regulator has grown in size and stature, but also in ambition. The CFTC's goal to regulate a wider swath of the market will present new challenges even as it ramps up its operations.
CIT Expects Loss of $1.5 Billion, May Seek Bankruptcy
July 21, 2009 -- Bloomberg News
CIT's acknowledgement in regulatory filings that it might have to seek bankruptcy protection despite an agreement with bondholders is to be expected because of securities regulations and concerns on the part of analysts, Rick Morris tells Bloomberg.
February 20, 2006 -- Barron's
Scott Tross is quoted in a story that examines how delinquent and defaulted commercial loans are purchased by funds and opportunistic investors.