THE LEGAL EDGE
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Legal Ideas and Information - November 2009
Private Placement Offerings of Securities

Picture of Gary S. Joiner, Esq.

For entrepreneurs seeking to raise money for a business or investment opportunity, one alternative is to make a private placement offering of securities to potential investors. A private placement offering is a limited offering of securities, such as shares of stock of a corporation or interests in a partnership or limited liability company, which is completed in such a manner that it is exempted from the public registration requirements of the federal and state securities laws.

The most common method of insuring that an offering of securities is an exempt private placement offering is to comply with the requirements of Regulation D adopted by the United States Securities and Exchange Commission. The provisions of Regulation D are discussed below.

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Top Ten Reasons Not to Call 911

Picture of Gregg A. Greenstein, Esq.

Domestic violence is a serious issue requiring involvement of the court system and law enforcement to protect the safety of the victim and punish the offender. However, calling 911 and involving the court and law enforcement when there is a disagreement or argument can have life changing consequences for the couple involved in the dispute. All families should consider the top ten reasons not to call 911 - unless the call is truly needed to protect the safety of the individuals involved.

10. Once you call 911, the matter is out of your hands and in the hands of the police and the district attorney. There's no such thing as deciding not to “press charges” once there is an arrest or a summons. It is the district attorney, and not the couple involved - who gets to decide whether or not there will be a criminal prosecution.

9. If a protection order (formerly called a “restraining order”) is entered following a 911 call, the couple can't simply decide that it is OK to have contact with each other and ignore the protection order. Ignoring the protection order can result in criminal prosecution for the protected person and the alleged offender.

8. A protection order entered following a 911 call might preclude the alleged offender from holding or obtaining a job. If that happens, the alleged offender might not be able to pay child support, maintenance or debts and expenses of the family.

7. A protection order entered following a 911 call might result in the alleged offender not being able to rent an apartment, and can also result in the termination of an existing lease. If the couple involved in the domestic argument plans to live together in the rented home or apartment, that may no longer be possible following a 911 call.

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This publication is intended to provide accurate and authoritative information on the subject matter covered. It is distributed with the understanding that the publisher and distributor are not rendering legal, accounting or other professional service, and assume no liability in connection with its use. Copyright © 2009.

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IN THIS ISSUE

The Commercial Side of the Interstate Land Sales Full Disclosure Act

Picture of Kirsten A. Westerland, Esq.

The expression, “I have some swampland in Florida that I'd like to sell you,” is based upon schemes in the 1960s and 1970s where scammers sold consumers real property in Florida that could not be built or improved upon. The Federal Government responded with the Interstate Land Sales Full Disclosure Act (“ILSFDA” or “Act”).

ILSFDA is somewhat like a mini-securities law for residential, commercial, mixed-use, and industrial lots. It is a federal law that regulates the interstate advertising, sales, and leasing of land through a series of registration requirements and anti-fraud provisions, and is under the jurisdiction of the Department of Housing and Urban Development (”HUD”).

Who should be concerned about ILSFDA?

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Landlord’s Duty to Mitigate on Behalf of Defaulting Tenant

Picture of Jonathan A. Goodman, Esq.

When a residential or commercial tenant defaults on a lease, it is in the landlord's best interest to make aggressive efforts to mitigate the harm to the landlord. Because landlords do not know whether they can collect damages from the tenant or lease guarantors, landlords will want to do everything that they reasonably can to reduce damages. Regardless of whether the landlord appreciates the benefit of finding a replacement tenant, the law imposes an obligation on the landlord to make reasonable efforts to mitigate damages if he or she wants to try and collect damages from the defaulting tenant.

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Meet The Attorneys

Picture of Jordan C. May

Jordan C. May

Mr. May received his Juris Doctor from the University of Denver Sturm School of Law in 2006. His practice emphasizes Real Estate, Litigation, Municipal Law, Landlord/Tenant, Land Use and Special Districts.

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