PSH Partner Chris Currier, Chair of the Commercial Lending Practice Group, provided comment to Banker & Tradesman on the anticipated gridlock following the 2018 mid-term elections. Chris provided the legal perspective and Jon Skarin, executive vice president at the Massachusetts Bankers Association, shared their concerns that while regulatory relief for the banking industry would likely be...

By Eugene G. Bernardo II and David M. DiSegna Paragraph (b)(5) of Rule 15c2-12 (17 C.F.R. 240.15c2-12) prohibits a participating underwriter from purchasing or selling municipal securities in an offering unless it has reasonably determined that an issuer or obligated person of the municipal securities has undertaken in a continuing disclosure agreement to provide certain...

If your company is raising capital by selling securities in a private offering, you’ll likely need to find an appropriate securities law exemption under which to execute the offering. Regulation D of the Securities Act is where you’ll find yourself looking. In the past, most companies have relied heavily on Rule 506 under Regulation D...

By Eugene G. Bernardo II No one can deny the U.S. Senate’s authority in the judicial nominating process. However, something terribly wrong has happened as that majestic body has aggrandized and distorted its role in excess of our founders’ intent. If the rule of law is to survive in its traditional form, the judicial confirmation...

Fallout from the city of Cranston’s 2012 redistricting plan, which included 3,433 prison inmates in one voting ward’s population count, evolved into a legal fight that ultimately reached the 1st U.S. Circuit Court of Appeals. Last month, in Davidson, et al. v. City of Cranston, Rhode Island, a 1st Circuit panel reversed U.S. District Court...

SAFE stands for “Simple Agreement for Future Equity” and is a creation of the ubiquitous start-up accelerator, Y Combinator. SAFEs look like convertible notes, but have some material differences that you should understand. How does a SAFE work? Much like a convertible note, a SAFE is an instrument that gives an investor a right to...

By Eugene G. Bernardo II and Alexandra W. Pezzello Recently, the Securities and Exchange Commission (the “SEC”) broke new ground when it charged Harrisburg, Pennsylvania (the “City”) with securities fraud in connection with material misstatements and omissions regarding the City’s financial condition. This represents the first time that statements outside of securities disclosures were the...

By Eugene G. Bernardo II and Alexandra W. Pezzello On July 31, 2012, the Security and Exchange Commission (the “SEC”) issued its much-awaited Report on the Municipal Securities Market (the “Report”).  The 165-page Report is the product of a two-year examination of the $3.7 trillion municipal bond market by the SEC.  The Report contains recommendations to enhance...

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