Ali Perry

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Earlier this month Rick A. Fleming, Investor Advocate at the Securities and Exchange Commission, gave a speech in which he discussed the impact that shrinking public markets have on investor participation.  Mr. Fleming noted that over the past 20 years, the volume of initial public offerings (IPOs) has been decreasing and companies are waiting longer to go public, limiting the ability for individual retail investors to participate in capital growth and preserving capital gains for…
On April 21, 2017, FINRA announced updates to the Private Placement Filer Form (“Filer Form”) that FINRA members complete when submitting private placement filings under FINRA Rules 5122 (Private Placements of Securities Issued by Members) or 5123 (Private Placements of Securities).  FINRA originally proposed the updates on March 17, 2017 for purposes of improving the information available to it about the nature of a private placement and a FINRA member’s role in the securities offering.…
On March 17, 2017, FINRA filed with the SEC proposed changes to the Private Placement Filer Form (“Filer Form”) that FINRA members must complete when submitting private placement filings under FINRA Rules 5122 or 5123. The proposed changes will assist FINRA in evaluating the private placement activities of its members and assess whether members are conducting a reasonable investigation for private placements in which they participate. The proposed changes to the Filer Form will add,…
On December 13, 2016, the FINRA Investor Education Foundation published Investors in the United States 2016 (the “Report”), which includes the results of its investor survey of 2,000 individuals from across the United States who hold investments in non-retirement accounts.  The purpose of the survey was to analyze investor behaviors and attitudes. The Report includes statistics on investor demographics, types of investment holdings, use of brokers and advisers, and attitudes toward investing and the U.S.…
On November 2, 2016, FINRA terminated the FINRA registration for UFP, LLC (“UFP”), making UFP the first crowdfunding portal to be expelled from FINRA.   UFP ran an online funding portal, uFundingPortal.com, where it acted as an intermediary in debt and equity crowdfunding offerings conducted in reliance on SEC Regulation Crowdfunding rules.  FINRA’s investigation into UFP alleged that from May through September 2016, UFP violated various SEC Regulation Crowdfunding rules and FINRA Funding Portal Rules. As…
Recently, the Investor Responsibility Research Center Institute (IRRCi) published a follow-up to its initial 2012 study on “controlled” companies, entitled “Controlled Companies in the Standard & Poor’s 1500: A Follow-up Review of Performance & Risk.”  A “controlled” company is one in which more than 50% of the voting power for the election of directors is held by an individual, a group or another company (Nasdaq Equity Rule 5615(c)(1) and NYSE Listed Company Manual §303A.00).  The…
On March 15, 2016, the NASDAQ Stock Market LLC resubmitted its proposed rule requiring NASDAQ-listed companies to publicly disclose third-party compensation arrangements for board members and board nominees, commonly referred to as “golden leash” arrangements.  Golden leash arrangements arise when activist shareholders offer to compensate board nominees in connection with their candidacy or service on the board and usually occur in connection with a proxy contest.  The types of golden leash arrangements vary but often…
On February 9, 2016, BNY Mellon released its 2015 Global Trends in Investor Relations: A Survey Analysis of IR Practices Worldwide.  The report summarizes survey responses of 550 companies from 54 different countries to identify current trends in the global investor relations (IR) space.  The report indicates that IR departments globally are intensifying their efforts with research analysts and building the visibility of their management teams with investors.  Some of the highlights of the report…