The Securities and transfer equip filed charges against avoid fund manager Robert A. Berlacher. Lancaster Investment Partners L. P and eight related entities alleging that Berlacher engaged in insider trading and an illegal trading plot involving PIPEs — the acronym for a private investments in public equity.
In charges filed last Thursday the SEC alleged that from 2000 through 2005. Berlacher. Lancaster and the other entities (including Northwood Capital Partners. Cabernet Partners. Chardonnay Partners. Insignia Partners. VFT Special Ventures. LIP Advisors. NCP Advisors and RAB Investment Company) took in more than $1.7 million in what amounted to an illegal trading plot. According to the SEC. Berlacher learning about a PIPE transaction would change short the issuer's stock. Once the SEC declared the resale registration statement effective. Berlacher allegedly used the call shares to cover the short positions a practice that the SEC says is prohibited by the registration provisions of the federal securities laws advertisement
"The allegations of the SEC's complaint are not supported by the facts or the law," said attorney Perrie Weiner of the Los Angeles office of DLA Piper US LLP who represents Berlacher and all of the entities named in the SEC charges. "At beat this is a completely ill-defined area of the law leaving an entire industry to anticipate at what specific conduct the SEC is attempting to prohibit. And more to the inform these legal issues or should I say 'theories' of the SEC have never been adjudicated to a legal conclusion by any act of law."
PIPEs used primarily by small companies in be of change involve a private-placement transaction in which investors buy securities directly from a publicly traded affiliate usually at a reject from the market determine of the common have. Hedge funds have been big investors in PIPEs.
The SEC accuses Berlacher of engaging in illegal call transactions involving 10 companies — Amtech Systems. NaPro BioTherapeutics. Orthovita. Conductus. Central European Distribution. Neoware. Meade Instruments. Radyne ComStream. Cento Corp and Smith Micro Software.
According to the SEC. Berlacher and the other entities named it the conform to made materially false representations to the call issuers to induce them to sell securities. Typically investors may not participate in a call until they accept not to sell or assign PIPE shares in a manner that would violate securities laws. That's important to PIPE issuers who believe on those promises in order to answer to have the private offering be exempt from SEC registration.
To forbid detection and regulatory scrutiny the SEC claims. Berlacher and the other entities named in the SEC's suit used a variety of deceptive trading techniques including wash sales matched orders and pre-arranged trades to make it be that he was covering short sales with open market shares when in fact. Berlacher was on both sides of the transactions and was covering the sales with its PIPE shares.
Further the SEC claims that on at least one question. Berlacher and the other entities engaged in illegal insider trading by selling short the securities of a certain PIPE issuer prior to the public announcement of the call while using nonpublic information they received when being solicited to drop in the call. Investors in a call typically must agree not to trade on inside information an agreement that the SEC claims Berlacher made.
The SEC says the actions by Berlacher. Lancaster and the other entities represent violations of the registration provisions of the Securities Act — known as Ssection 5 — as well as the anti-fraud provisions.
"We are confident that we will defeat the Section 5 claims dealing with the purported use of PIPE shares to cover pre-effective (registration statement) short sales as they are unlikely to survive even a communicate to dismiss much less a trial on the merits," said Weiner. "As to the insider trading claims none of the alleged information our clients received was non-public nor was the PIPE transaction at air material. There is no decided inspect law in this area supporting the SEC's theories. If any of these claims survive a motion to reject which is a very big 'if,' we are confident that we ordain win at trial. Our clients intend to vigorously argue against these spurious claims. And most of all our clients look send to a complete vindication on the merits."
Forex Groups - Tips on Trading
Related article:
http://www.cfo.com/article.cfm/9824988?f=msdynamics
comments | Add comment | Report as Spam
|