Articles Posted in Private Placement

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On April 14, 2015, the Eastern District of Pennsylvania confirmed an American Arbitration Association (“AAA”) Award (“Award”) granting two investors (herein referred to as “Claimants”) more than $48.4 million in damages against Family Endowment Partners LP (“Family Endowment Partners”), a Boston based investment advisory firm and Lee D. Weiss (“Weiss”), a registered investment advisor. The Award included $17.4 million in actual damages, $990,705 in attorney fees and $30 million in treble damages.

Family Endowment Partners has approximately $334.6 million in assets under management and was formed by Weiss in 2007. In the AAA arbitration, the Claimants brought claims for negligence, breach of fiduciary duty and violations of The Pennsylvania Unfair Trade Practices and Consumer Protection Law (“UTPCPL”) and the Pennsylvania Securities Act, amongst other counts. According to the Award, the Claimants alleged that Weiss and Family Endowment Partners gave them negligent and unsuitable investment advice with respect to recommendations to invest approximately $20 million in unregistered securities. Specifically, the Claimants alleged that that Weiss recommended a $9 million investment in a Polish state tobacco company that had been privatized and bought by Biosyntec Polska (“Biosyntec”), a company that purportedly held patents which could create a cigarette that produced less harmful free radicals when smoked. Additionally, the Claimants alleged that the advice given by Weiss and Family Endowment Partners was fraudulent and contained material misstatements. Finally, the Claimants alleged that Weiss failed to disclose his personal financial interest in the investments he recommended.

According to the Award, Weiss and Family Endowment Partners argued in defense that the Claimants were sophisticated businessmen, who had complete authority over all investment purchases, and tasked them with diversifying a complex portfolio with potentially high-yield investments. Weiss and Family Endowment Partners further argued that suggestions they made regarding non-discretionary trades did not give rise to a relationship encompassing a fiduciary duty and as such, they breached no duty owed to the Claimants.

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On March 30, 2015, the Financial Industry Regulatory Authority (“FINRA”) barred broker Anthony “Tony” Warren Thompson (“Thompson”) and expelled his firm, TNP Securities LLC (“TNP Securities”), for making material misrepresentations and omissions in connection with the sale of private placement securities in violation of various FINRA Rules and securities laws. The securities in question were a series of promissory notes sponsored by three Thompson National Properties, LLC (“TNP”) subsidiaries known as the: TNP 12% Notes Program, LLC (“12% Notes LLC”); TNP 2008 Participating Notes Program, LLC (“PNotes LLC”); and the TNP Profit Participation Notes Program, LLC (“PPP Notes LLC”) (collectively, the entities are referred to as the “Guaranteed Notes LLCs” and the notes they issued are collectively referred to as the “Guaranteed Notes”).

Thompson first became registered with FINRA in 1972 and except for two brief periods in 2008 and 2009, he remained registered until 2013. Previously, Thompson, through TNP, was known for selling private real estate investments know as tenants-in-common exchanges. TNP Securities is a wholly owned subsidiary of TNP that served as a wholesale broker-dealer for the Guaranteed Notes.

On September 18, 2013, FINRA filed its initial complaint (“Complaint”) against Thompson and TNP Securities. Originally, the complaint alleged seven counts against Thompson and TNP. However, pursuant to a stipulation, FINRA agreed to dismiss three of those counts, leaving the remaining four counts as follows: (1) FINRA allged that in connection with the sale of the Guaranteed Notes, Thompson and TNP, intentionally or with reckless disregard to the truth, made material misrepresentations and omissions in violation of Section 10(b) of the Securities Exchange Act of 1934, Rule 10b-5 thereunder, NASD Rules 2120 and 2110, and FINRA Rules 2020 and 2010; (2) FINRA alleged that those misrepresentations and omissions of material fact were made negligently in violation of Sections 17(a)(2) and (3) of the Securities Act of 1933, NASD Rule 2110, and FINRA Rule 2010; (3) FINRA alleged that Thompson violated FINRA Rule 2010 by sending misleading communications to investors when he circulated a solicitation seeking their consent to increase the level of PNotes LLC proceeds that could be used for investing in TNP; and (4) FINRA alleged that TNP Securities failed to supervise the offering of the PPP Notes in violation of NASD Rule 3010 and FINRA Rule 2010.