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Florida Amends Securities and Investor Protection Act: Key Changes to Private Placement, Institutional Investor Exemptions

By Drew M. Altman, Richard M. Cutshall, Raffael Fiumara, Michele A. Kulerman & William Mack on November 5, 2024
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Florida State Capitol

Regulations amending Chapter 517 of the Florida Securities and Investor Protection Act (FSIPA) took effect Oct. 1, 2024 (the Regulations). While the Regulations revise certain existing securities and transactional exemptions from registration, one amendment imposes the bad actor disqualification provisions in Rule 506(d) of Regulation D under the Securities Act of 1933, as amended (the Securities Act), on certain private placement exemptions under the FSIPA.

Continue reading the full GT Alert.

Photo of Drew M. Altman Drew M. Altman

Drew M. Altman is Co-Chair of the Miami Corporate Practice. Drew counsels both public and private companies in securities matters, capital markets transactions, mergers and acquisitions (public and private), financing transactions and general corporate and business law matters. He also routinely advises public…

Drew M. Altman is Co-Chair of the Miami Corporate Practice. Drew counsels both public and private companies in securities matters, capital markets transactions, mergers and acquisitions (public and private), financing transactions and general corporate and business law matters. He also routinely advises public companies regarding SEC reporting and corporate governance compliance.

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Photo of Richard M. Cutshall Richard M. Cutshall

Richard M. Cutshall is Co-Chair of the firm’s Financial, Regulatory and Compliance Practice, Co-Chair of the firm’s Private Funds Group, and Co-Chair of the firm’s Investment Management Group. Rich has experience representing clients in a variety of investment management, general securities, and corporate

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Richard M. Cutshall is Co-Chair of the firm’s Financial, Regulatory and Compliance Practice, Co-Chair of the firm’s Private Funds Group, and Co-Chair of the firm’s Investment Management Group. Rich has experience representing clients in a variety of investment management, general securities, and corporate matters, including the representation of mutual funds, ETFs, and other funds registered under the Investment Company Act of 1940; fund and ETF independent directors; unregistered investment funds; federally registered, state registered, and federally and state exempt investment advisers; broker-dealers; and an array of public and private companies.

Rich represents investment adviser clients at all stages of their life cycle, from concept and formation through registration, daily operation through wind-down and exiting the business, including representing investment adviser clients on both the buy-side and sell-side in M&A transactions. He also represents clients in all aspects of investment company practice, including organizing and forming new funds and ETFs, registering mutual funds and ETFs with the SEC, and the acquisition and merger of public funds.

In the course of representing investment advisers and public and private funds, Rich advises Greenberg Traurig’s clients on all aspects of securities regulatory compliance, particularly including new and existing SEC rules; SEC examination, regulatory, and investigative initiatives and sweeps; the SEC’s proposal, adoption, and implementation of new regulations, such as the recently rewritten investment adviser marketing rule; and finding compliance solutions related to the regulatory scheme applicable to investment advisers and investment funds, including implementing both novel and long-standing SEC regulatory guidance and interpretations. He also advises clients on the day-to-day aspects of corporate governance, board and adviser fiduciary responsibility, and SEC compliance, as well as assisting clients in all aspects of SEC and other regulatory examinations.

Rich has given presentations on and assists a variety of investment management clients with their compliance with anti-money laundering laws, and has performed annual independent third party audits of several clients’ anti-money laundering policies, programs and controls.

Rich also has experience representing clients in many industries in the sale or acquisition of businesses, formation of corporate entities, sophisticated contract negotiations, and in obtaining, renewing and renegotiating the terms of financing business operations. He routinely works with clients’ chief executive officers, chief financial officers, directors, and in-house general and assistant general counsels, including occasionally working from clients’ corporate headquarters upon request. Rich works with corporate and finance clients of all sizes, from startup family-run businesses and entrepreneurial endeavors to Fortune 500 clients. He also has experience representing clients across many industries, including health care, data management, retail product display and advertising design and manufacturing, industrial manufacturing, and real estate management and brokerage industries.

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Photo of Raffael Fiumara Raffael Fiumara

Raffael Fiumara has wide-ranging corporate, capital markets, securities, and financing experience across over a decade in both private practice and in-house roles. Raffael focuses his practice on public and private equity and debt capital markets, SEC and stock exchange reporting, corporate governance and…

Raffael Fiumara has wide-ranging corporate, capital markets, securities, and financing experience across over a decade in both private practice and in-house roles. Raffael focuses his practice on public and private equity and debt capital markets, SEC and stock exchange reporting, corporate governance and compliance matters, corporate finance, mergers and acquisitions, and general corporate matters across a broad array of industries, including life sciences, fintech and financial services, technology, media, industrials, consumer, energy and natural resources.

Prior to joining Greenberg Traurig, Raffael served as vice president and senior counsel at Goldman Sachs for the Investment Banking Division, providing legal, policy, reputational, transactional and commercial advice on all aspects of the Investment Banking business.

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Photo of Michele A. Kulerman Michele A. Kulerman

Michele A. Kulerman is a corporate attorney with wide-ranging law firm, in-house and government legal experience. Michele primarily advises clients and provides guidance on the legal and regulatory issues surrounding real estate and non-real estate securities offerings of debt and equity, including initial…

Michele A. Kulerman is a corporate attorney with wide-ranging law firm, in-house and government legal experience. Michele primarily advises clients and provides guidance on the legal and regulatory issues surrounding real estate and non-real estate securities offerings of debt and equity, including initial, follow-on and secondary offerings. She represents public and private companies on matters related to state securities or “blue sky” laws, registered and exempt, as well as compliance with the corresponding SEC rules and regulations and FINRA broker-dealer requirements in corporate financing.

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Photo of William Mack William Mack

William B. Mack is a co-chair of the Financial Regulatory & Compliance Practice. He is experienced in advising companies on regulatory and compliance matters relating to the Securities and Exchange Commission regulations, the Exchange Act, Anti-Money Laundering laws and Financial Industry Regulatory Authority

…

William B. Mack is a co-chair of the Financial Regulatory & Compliance Practice. He is experienced in advising companies on regulatory and compliance matters relating to the Securities and Exchange Commission regulations, the Exchange Act, Anti-Money Laundering laws and Financial Industry Regulatory Authority (FINRA) rules.

William’s practice involves all aspects of broker-dealer regulation, including Self-Regulatory Organization (SRO) membership, supervision, employment, research, soft dollar arrangements, chaperoning of foreign broker-dealers, social media, use of foreign finders, anti-money laundering rules, alternative trading systems (ATS), exchanges, and market making issues. He also provides regulatory guidance to investment banking clients in connection with securities offerings and related trading issues.

William advises firms in the FINRA new membership (NMA) and the continuing membership (CMA) processes. William assists firms to develop or amend their written supervisory procedures and compliance manuals.

William routinely represents clients who are negotiating placement agent agreements, foreign finders agreements, clearing agreements, agreements with registered representatives and expense-sharing agreements.

William assists broker-dealers and their associated persons to respond to regulatory examinations and inquiries and provides effective representation in a range of enforcement proceedings with the SEC, FINRA, NYSE, state and foreign regulatory authorities. He regularly prepares and defends witnesses in FINRA on-the-record interviews and SEC testimony. Enforcement matters have involved issues including market manipulation, supervision, customer defalcations, insider trading, anti-money laundering, distribution of unregistered securities, direct market access, market making, soft dollar arrangements, cross border trading, electronic intrusion and customer impersonation, sales practices, supervision, private placements, ETFs, indexes, and other securities products.

William regularly addresses questions with respect to what activities require or are exempt from broker-dealer registration. William assists firms in obtaining guidance, interpretive letters, and no-action relief from FINRA and the SEC with respect to novel securities issues and the creation of new products and services. William also advises clients on cryptocurrency, tokenization, NFTs, DeFi structures, and digital asset exchanges and trading.

Prior to joining the firm, William was a Principal Counsel for Enforcement at FINRA. Before FINRA, he was the Director of the Executive Secretariat in the Office of the U.S. Trade Representative. William also served as a Deputy Associate Counsel at the White House, advising primarily on appointments and investigations. Before the White House, he practiced at large firms in New York. William clerked for Judge Robert L. Carter in the Southern District of New York.

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  • Posted in:
    Banking, Finance and Securities
  • Blog:
    Financial Services Observer
  • Organization:
    Greenberg Traurig, LLP
  • Article: View Original Source

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