In the first of three seminar presentations Brian Rich intends to offer, the Connecticut Banking Litigation; Foreclosure and Lender Liability Forum was a great success. Nearly two dozen financial and banking industry professionals attended the forum, featuring Brian Rich, Melanie Dykas and Peter Meggers as speakers. The seminar focused on how foreclosures work in accordance with Connecticut laws; how they may chance in the future, defenses, counter claims and lender liability claims. There are two more events taking place in January in New Haven and Stamford. Additional event details are available in our event flyer.
H & S recently presented on the topic, “Confidentiality/Privacy of Mental Health Records” at the Connecticut Mental Health & The Law 2013 forum sponsored by the HEALTH Education Network, Inc. (“HEALTH-ED”). HEALTH-ED is a continuing education provider for professionals working in a variety of settings including social services, health, medical, and education settings. HEALTH-ED designs its programs to meet the continuing education needs of educators, social workers, psychologists, counselors, nurses, occupational therapists, speech-language pathologists, physical therapists, nursing home administrators, marriage and family therapists, and case managers.
H & S recently presented on the topic, “Mental Health Parity” at the Connecticut Mental Health & The Law 2013 forum sponsored by the HEALTH EDucation Network, Inc. (“HEALTH-ED”). HEALTH-ED is a continuing education provider for professionals working in a variety of settings including social services, health, medical, and education settings. HEALTH-ED designs its programs to meet the continuing education needs of educators, social workers, psychologists, counselors, nurses, occupational therapists, speech-language pathologists, physical therapists, nursing home administrators, marriage and family therapists, and case managers.
Halloran & Sage is pleased to announce that Brian Tims has been invited to join the Workers’ Compensation Council of the Connecticut Business & Industry Association (CBIA). The Council identifies and provides input on CBIA’s workers’ compensation public policy initiatives. To that end, the Council reviews court actions that can lead to CBIA’s involvement as an amicus party. The Council also monitors the activities of the state offices that are responsible for administering or overseeing the state’s workers’ compensation system. Council members also frequently meet with regulators and legislators to discuss relevant issues and develop solutions. Brian is excited to work with the accomplished members of the Council to help improve the workers’ compensation system in the State of Connecticut.
Among other areas, Brian practices in the area of workers’ compensation. He represents employers in contested matters involving claims for workplace injuries as well as claims of discrimination for pursuing workers’ compensation benefits. Brian uses his prior experience successfully representing claimants to analyze matters from both perspectives, which enables him to develop effective defense strategies and appropriately manage employers’ risks.
Halloran & Sage is proud to announce that twenty-one of the Firm’s attorneys have been selected for inclusion in the 2013 Super Lawyers® and Rising Stars lists. The attorneys that have been selected are:
Two short years after establishing a new office in New Haven, Halloran & Sage was recently nominated to the New Haven Living Best of 2013: Law Firm as a top three finalist. This is New Haven Living’s first year generating a “Best of” list which was divided into six categories. Halloran & Sage finished as a 2nd runner up in the ‘Service’ category among over 17,000 votes that were cast both online and by mail.
Halloran & Sage is pleased to announce attorney Brian Rich has been chosen by the Connecticut Law Tribune as 2013 New Leaders in the Law. Brian was chosen from large nominee pool of almost 300 applicants, of which less than 20% were selected. The CLT specifically selected a diverse list of Connecticut attorneys that have notably excelled in the areas of firm leadership, publications, bar association contributions, the courtroom and pro bono work. Brian will appear in the New Leaders in the Law 2013 yearbook published by the Law Tribune in early November. He will also be honored at an awards dinner with keynote speaker Connecticut Deputy Attorney General Nora R. Dannehy.
Halloran & Sage is offering a seminar: Connecticut Banking Litigation; Foreclosure and Lender Liability. Attorneys Brian Rich, Peter Meggers and Melanie Dykas will be the featured presenters. The seminar, tailored to banking and finance professionals, will provide an overview of how a foreclosure works (and sometimes doesn’t) in Connecticut, where the laws may be heading, and what is involved in handling foreclosure litigation. The seminar will also address the various defenses and counterclaims often asserted in foreclosure actions, as well as lender liability claims more generally. Additional event details are available in our event flyer.
Fred Hedberg is scheduled to present a seminar on risk management in light of the recent Connecticut Supreme Court decisions in Lombardo Brothers, Inc. and Capstone Building Corp. to the Hartford Business Group in October of this year. This program will focus on ways owners, developers, contractors and design professionals can limit their exposure to claims for defective workmanship that arise, sometimes well after the construction project has been completed.
Attorneys from four of Halloran & Sage’s offices have been selected for inclusion in The Best Lawyers in America® for 2014. A total of seven Halloran & Sage attorneys have been recognized in various practice areas by a panel of their peers. We commend the following selected Halloran & Sage attorneys and their respective practice areas:
On July 10, 2013, the SEC adopted a final rule passing amendments dictated by the JOBS Act. Such amendments lift the ban on general solicitation and general advertising for certain securities offerings under Rule 506 of Regulation D and Rule 144A of the Securities Act of 1933. The SEC also adopted a final rule barring felons and other bad actors from relying on Rule 506, as dictated by Section 926 of the Dodd-Frank Act. These final rules become effective 60 days after their publication in the Federal Register.
The SEC further offered a proposal that would enhance its ability to monitor and address market developments in Rule 506 offerings. This proposal is subject to a 60-day public comment period.
A brief discussion of these developments follows.
Elimination of Prohibition on General Solicitation and General Advertising in Rule 506 and Rule 144A Offerings
The SEC adopted a final rule regarding amendments to Rule 506 of Regulation D. Such amendments that permits general solicitation and general advertising in their securities offerings if (1) the issuer takes reasonable steps to confirm that investors are accredited investors; and, (2) all purchasers are accredited investors under Rule 501 of Regulation D, or the issuer reasonably believes that all purchasers are accredited investors under such rule at the time of the sale.
The final rule provides a non-exclusive list of methods an issuer may use to confirm that a purchaser is an accredited investor. The issuer, for example, may (1) review copies of any IRS form reporting a purchaser's income and obtain a written representation that the purchaser expects to earn the necessary income during the current year; or (2) obtain written confirmation from a registered broker-dealer, investment advisor, or certified public accountant, that the issuer has taken reasonable steps to confirm the purchaser's accredited investor status. Issuers conducting Rule 506 offerings without general solicitation and general advertising, however, will not be subject to the new verification requirement.
Moreover, the final rule revises Form D, the required notice issuers file with the SEC when selling securities under Regulation D. The revised Form D includes a separate box for issuers to check if they are relying on the new Rule 506 exemption.
Furthermore, the final rule provides that securities sold under Rule 144A can be offered to persons other than qualified institutional buyers. This is possible if such securities are only sold to persons whom the issuer, and any person acting on behalf of the issuer, reasonably believes to be qualified institutional buyers. An offering of such securities may also occur by means of general solicitation.
Disqualification of Felons and other Bad Actors from Rule 506 Offerings
The SEC also adopted a final rule barring felons and other bad actors from relying on Rule 506, as dictated by Section 926 of the Dodd-Frank Act.
The final rule provides that covered persons who experienced disqualifying events cannot rely on the Rule 506 exemption. Covered persons may include, for example, (1) the issuer, the issuer's predecessors, and affiliated issuers; (2) directors, executive officers, other officers participating in the offerings, and general partners or managing members of the issuer; (3) 20 percent beneficial owners of the issuer; (4) promoters connected with the issuer; (5) investment managers of pooled investment funds with the issuer; or (6) persons compensated for soliciting purchasers.
Furthermore, the final rule provides that disqualifying events may include, for example, (1) criminal convictions, court injunctions, and restraining orders in connection with the sale of securities; (2) final orders from particular agencies and regulators barring the issuer from associating with entities engaging in the sale of securities; (3) SEC disciplinary orders related to brokers, dealers, etc.; (4) SEC cease-and-desist orders related to violations of particular anti-fraud provisions; (5) SEC stop orders; or (6) suspension or expulsion from membership in a self-regulatory organization.
The final rule, however, provides an exception from the disqualification provision. This exception is applicable when the issuer shows that it neither knew nor could have reasonably known that a covered person, had experienced a disqualifying event, participated in the offer.
In addition, a disqualification may occur only in regards to disqualifying events arising subsequent to the rule's effective date. Disqualifying events arising prior to the rule's effective date are subject to a mandatory disclosure requirement to investors.
Proposing Amendments to Private Offering Rules
The SEC further offered a proposal that would enhance its ability to monitor and address market developments in Rule 506 offerings.
Under the proposal, issuers relying on the new Rule 506 opportunity for general solicitation and advertising would be required to file Form D within 15 days prior to engaging in such activities. These issuers would also have to update information contained in Form D and specify that the offering has ended within 30 days after completing the offering.
Additionally, the proposal would expand the information issuers are required to provide on Form D, to include, for example, (1) the issuer's website; (2) information on the issuer, the offered securities, and the investors; (3) the use of proceeds; (4) the types of general solicitation used; and, (5) the methods used to confirm the investor status of purchasers. The proposal would bar issuers from using a Rule 506 exemption in a new offering if the issuers or their affiliates do not comply with Form D filing requirements. Such a bar would continue for one year following filings of Form D.
The proposal would also require issuers to include legends in general solicitation materials used in Rule 506 offerings. The legends would inform potential investors that such offerings are limited to accredited investors and may entail potential risks. The proposal would further require issuers to submit general solicitation materials to the SEC. This latter requirements would be temporary and expire after two years.
Additionally, the proposal would extend guidance, regarding when information in sales literature by an investment company registered with the SEC could be fraudulent or misleading for purposes of federal securities laws, to the sales literature of private funds regardless of whether the private funds are involved in general solicitation activities.
The Connecticut Law Tribune’s Editorial Board recently highlighted Halloran & Sage’s pro bono program in the paper’s “Closing Argument” section. Specifically, the editorial praised the Firm’s involvement in the Pro Bono Summit, an initiative organized by the Connecticut Judicial Branch’s Pro Bono Committee. Halloran & Sage attorneys participated in Statewide Legal Services’ Thunderdome Family Clinic, representing a number of low-income individuals in divorce proceedings. Other non-profits the Firm provides pro bono support to include the ProBono Partnership, the CT Veterans Legal Center and the Interval House. The Firm also contributed over 700 hours towards the CT Bar Association Young Lawyer Section’s $1 Million Dollar Pro Bono Service Campaign.
The editorial was written in support of the reformation of the current court system, which frequently results in case delays, inefficient proceedings and overall frustration for pro se litigants, attorneys and judges.
Click here for additional information regarding Halloran & Sage Pro Bono initiatives.
Halloran & Sage is pleased to announce that Henry Beck, Jr. will be recognized in the September issue of The American Lawyer & Corporate Counsel Magazine as one of the Top Rated Lawyers® in the areas of Securities Law and Banking and Finance Law.
This commendation is exclusively comprised of lawyers who have achieved and AV Preeminent Peer Review Rating by Martindale-Hubbell. Henry’s grade is a 5.0, which is the highest rating based on legal ability and ethical standards by the Martindale-Hubbell guidelines.
By Public Act 13-239 (the “Act”), Connecticut’s legislature created a $200 million fund to spur bioscience research and development in the State. The Act will provide financial assistance to start-up companies and people who are making new discoveries in research and development labs. By supplying capital at an early stage, the State hopes to translate research in bioscience into sustainable businesses that will create jobs and foster economic development
The first Section of the Act sets out definitions. It defines “eligible recipient” to be a duly accredited college or university, a nonprofit corporation, or a for-profit start-up or early stage business. It also defines “early-stage business" to be a business that has been in operation for not more than three years and that is developing or testing a product or service that is (A) not yet available for commercial release, or (B) commercially available in a limited manner, including, but not limited to, market testing of prototypes and clinical trials.” These definitions clearly define the State’s intent to invest in bioscience businesses to incubate and accelerate successful research.
The second and third sections of the Act pertain to the Bioscience Innovation Advisory Committee (“Committee”) and the Connecticut Bioscience Innovation Fund (“Fund”). The Committee will have control over administering the Fund and approving the investments by the Fund. This Committee is composed of a chairperson, who is the chief executive officer of Connecticut Innovations Incorporated (“CI”); the Commissioner of Economic and Community Development; the Commissioner of Public Health; and ten members appointed by the Governor and various legislative leaders. The legislature directed the Committee to distribute the Funds with the goals of developing science disciplines leading to commercializable devices or diagnostics, job growth, and improved quality of efficiency in health care. The Committee will receive administrative assistance from CI. CI has announced plans to hire a new staff member specifically to assist the Committee.
The fourth section of the Act explains how the Fund will be raised through the state bonding process with the available monies increasing over the years. For the first two fiscal years, the bonds issued will equal $10 million and then grow to $15 million for fiscal years 2015 and 2016. In fiscal years 2017 to 2022, the bond amount will hold steady at $25 million. All proceeds from the Fund’s investments will be returned to the Fund for further investments or paying back bonds. The legislature has limited the administrative costs that the Fund can pay to just five percent of the allotted funding for each fiscal year.
Allen Gary Palmer has been assisting the Connecticut Bar Association, Family Law Section in the launch of an innovative series of continuing legal education programs designed to offer section members timely information on key Connecticut Supreme Court legal decisions. The new program, Case Flash, is a video program presented in an engaging, easy to follow talk show format. The concept is to bring short, timely CLE programs directly to each member's computer.
The following are the most recent programs offered by the CBA: