Peter M Fass

October 03, 2017 | New York Law Journal

In this Real Estate Securities column, Peter M. Fass discusses new partnership tax audit rules that will become effective for tax years beginning after Dec. 31, 2017.

By Peter M. Fass

7 minute read

August 22, 2017 | New York Law Journal

Real Estate Securities columnist Peter M. Fass reviews new IRS regulations that will significantly limit a contributing partner's ability to be allocated a disproportionate share of a partnership's debt, thereby limiting the opportunity for such partner to receive tax-free cash distributions from a partnership related to a contribution of appreciated property.

By Peter M. Fass

8 minute read

December 19, 2016 | New York Law Journal

In his Real Estate Securities column, Peter M. Fass discusses a "best efforts" offering, in which the broker-dealer acts as the agent of the issuer (generally, the limited partnership or limited liability company) in attempting to sell the units directly from the issuer to the investors. The broker-dealer is paid commissions from the issuer for sales made. Best efforts offerings frequently are made on an "all or none" or "part or none" (minimum-maximum) basis. In an "all or none" offering, all of the units must be sold during the specified offering period or the subscriptions must be promptly returned to the investors. In a "part or none" offering, the designated minimum amount must be sold within the specified time or subscriptions returned to investors.

By Peter M. Fass

15 minute read

October 11, 2016 | New York Law Journal

Real Estate Securities columnist Peter M. Fass describes "best efforts" offerings, in which the broker-dealer acts as the agent of the issuer in attempting to sell the units directly from the issuer to the investors. Best efforts offerings frequently are made on an "all or none" or "part or none" (minimum-maximum) basis. In an "all or none" offering, all of the units must be sold during the specified offering period or the subscriptions must be promptly returned to the investors by the issuers. In a "part or none" offering, the designated minimum amount must be sold within the specified time or subscriptions returned to investors by the issuers.

By Peter M. Fass

15 minute read

August 01, 2016 | New York Law Journal

In his Real Estate Securities column, Peter M. Fass continues a discussion of the crowdfunding rules pursuant to Securities Act of 1933, Section 4(a)(6), focusing on the financial disclosures and ongoing reporting obligations associated with crowdfunding.

By Peter M. Fass

19 minute read

April 08, 2016 | New York Law Journal

In his Real Estate Securities column, Peter M. Fass writes: The SEC has recognized that there is no General Solicitation where there is a substantive, pre-existing relationship between the issuer or its agent, and the prospective investor. The process by which a sponsor of Rule 506(b) Internet offerings can develop this type of relationship with prospective investors is far from clear. The Citizen VC Inc. No-Action Letter provides some clarity.

By Peter M. Fass

23 minute read

February 03, 2016 | New York Law Journal

In his Real Estate Securities column, Peter M. Fass reviews Rule 506(b), which is applicable to a private offering where no General Solicitation is used, and recent SEC guidance on Rule 506(b) Internet offerings.

By Peter M. Fass

12 minute read

December 02, 2015 | New York Law Journal

In his Real Estate Securities column, Peter M. Fass reviews recent SEC guidance on Rule 506(c) offerings, under which issuers may more broadly solicit investors and publicize their offerings, and how issuers may determine that a prospective purchaser is an accredited investor.

By Peter M. Fass

9 minute read

December 01, 2015 | New York Law Journal

In his Real Estate Securities column, Peter M. Fass reviews recent SEC guidance on Rule 506(c) offerings, under which issuers may more broadly solicit investors and publicize their offerings, and how issuers may determine that a prospective purchaser is an accredited investor.

By Peter M. Fass

9 minute read

October 13, 2015 | New York Law Journal

In his Real Estate Securities column, Peter M. Fass reviews relevant changes and recent SEC guidance as applicable to a private offering using the Internet in light of changes in Regulation D in July 2013 which eliminated the ban on general solicitation and general advertising of securities offerings conducted under Rule 506(c).

By Peter M. Fass

12 minute read