An irreverent Wall Street Blog
by Bill Singer
Join BrokeAndBroker blog on Facebook  Follow the BrokeAndBroker blog on Twitter  Connect with BrokeAndBroker on LinkedIn  Join Bill Singer on Google+  Subscribe to RSS Feed

Opening Up the IPO Process For Small Fry
Written: September 27, 2012

An electronic sign flashes the latest news con...

An electronic sign flashes the latest news concerning Facebook'S IPO on a billboard across the NASDAQ stock exchange on Times Square in New York, May 17, 2012. Facebook is set to go public on May 18, 2012 and is likely to have an estimated market valuation of over 100 billion USD when its shares begin trading on the NASDAQ. (Image credit: AFP/Getty Images via @daylife)

For two days in a row an unsolicited email has shown up in my inbox.  According to the email, a lot of you little folks — so-called “small time investors” — are fed up with getting shut out of IPOs. In fact, today’s email contains this statement:

“Small time unaccredited investors  are tired of seeing all the hype about upcoming IPOs, yet always getting shut out,” notes Daniel Hirsch, ManagingPartner, First Line Capital.

Okay, now just exactly which IPOs are we all supposedly upset about missing?

Was that the $38 a share Facebook IPO of May 18, 2012? Wow, I’m really disappointed at having missed out on that one.  What’s it trading at today — something like $20?

Or is that the Groupon IPO that came out at $20 a share and is now just floating above $4?

Maybe you meant the Zynga IPO of $10 but that’s now a tad under $3.

Yeah, I know, there are IPOs that have traded above the public offering price but you still gotta be careful about piling on one of those can’t-miss-next-big-thing bandwagons.  Lately, a lot of those wagons’ wheels are coming off and the band members can’t play a lick.

With all due respect to Managing Partner Hirsch and his observation, maybe it’s a good thing for the little guy to maintain a healthy skepticism about the “hype” that’s generated by Wall Street and to keep in mind how some recent high-flyin’ IPOs haven’t just crashed to Earth but have become buried beneath it.

The whole JOBS Act and crowdfunding legislation has ample numbers of supporters and detractors.  I find merit on both sides of the issue.  The North American Securities Administrators Association (“NASAA”) issued NASAA: The JOBS Act an Investor Protection Disaster Waiting to Happen (March 22, 2012), and the title of that release pretty much telegraphs the association’s position. Pointedly, we have this quote in NASAA’s release:

“The JOBS Act passed today by the Senate remains the fundamentally flawed product of a rush to legislate. It ignores the united and urgent pleas of leading national consumer and investor advocates not to roll back critical investor protections,” said Jack E. Herstein, NASAA President and Assistant Director of the Nebraska Department of Banking & Finance, Bureau of Securities.

“This legislation will needlessly expose Main Street investors to greater risk of fraud by creating new jobs for promoters of Internet investment scams. Unfortunately, many investors may be harmed before this mistake is corrected,” Herstein said. . .

The Securities And Exchange Commission also weighed in on the issues of crowdfunding and the JOBS Act, for example in Jumpstart Our Business Startups Act Frequently Asked Questions About Crowdfunding Intermediaries (May 7, 2012):

Crowdfunding issuers. Title III of the JOBS Act amends Section 4 of the Securities Act to create a new exemption for offerings of “crowdfunded” securities. Specifically, the JOBS Act amends Section 4 of the Securities Act to exempt issuers from the requirements of Section 5 of that Act when they offer and sell up to $1 million in securities, provided that individual investments do not exceed certain thresholds and the issuer satisfies other conditions in the JOBS Act, some of which will require rulemaking by the SEC.

One of these conditions is that issuers use the services of an intermediary that is either a broker registered with the SEC or a “funding portal” registered with the SEC.

Funding portals. Title III of the JOBS Act adds new Section 3(h) to the Exchange Act which requires the SEC to exempt, conditionally or unconditionally, an intermediary operating a funding portal from the requirement to register with the SEC as a broker. The intermediary, though, would need to register with the SEC as a funding portal and would be subject to the SEC’s examination, enforcement, and rulemaking authority. The funding portal also must become a member of a national securities association that is registered under Section 15A of the Exchange Act.

A funding portal is defined as a crowdfunding intermediary that does not: (i) offer investment advice or recommendations; (ii) solicit purchases, sales, or offers to buy securities offered or displayed on its website or portal; (iii) compensate employees, agents, or others persons for such solicitation or based on the sale of securities displayed or referenced on its website or portal; (iv) hold, manage, possess, or otherwise handle investor funds or securities; or (v) engage in such other activities as the SEC, by rule, determines appropriate. . .

All of which leads me back to the unsolicited emails about crowdfunding that I received the last two days.

I guess it’s the beginning of a new wave of marketing from folks getting ready to advance this new concept.  Me? I ain’t plunkin’ down any bucks for any IPO, crowdfunded or otherwise, until I’ve done my due diligence and checked everything and everyone out.  Given that the big boys screwed up with Facebook and other offerings, it’s obvious that only fools rush into can’t-miss opportunities.  Apparently we all should expect to be getting marketing information about crowdfunding opportunities, portals, and the like. As with any investment, take your time, ask questions, demand answers, and hold on to your checkbook.

Rather than be accused of paraphrasing, I have posted the full-text email message below with some deletions noted for privacy.  Under no circumstances should readers view this posting as an endorsement or approval of any representations — nor should you infer anything negative.  I merely offer the email as an example of how this sector is developing and what investors should expect:

From: Jerry Jennings: via
Small time investors fed up, always getting shut out of IPOs New York, NY – September 27, 2012 – “Small time unaccredited investors  are tired of seeing all the hype about upcoming IPOs, yet always getting shut out,” notes Daniel Hirsch, ManagingPartner, First Line Capital.“Now investors are posting comments online about their excitement over the new crowdfunding of IPOs.’I've always had an interest in investing but never knew how. I’ll soon have some extra money …….. and would like to know more about this opportunity (crowdfunding IPOs).”Sounds like an incredible opportunity (crowdfunding IPOs).”I won’t put in more than a $1000 because I will not know how much I will be investing in the future since I am just starting out.’

These unaccredited types with no big broker affiliations can sign up for upcoming IPOs without prejudice or favoritism at At the ground floor of the IPO life cycle, these are quality early-stage portfolio companies of our investment banking firm First Line Capital.

For a modest amount of equity or shares, investors becoming shareholders will receive free trading stock, liquidity and a clear exit strategy .
This alliance with IPO Village is the first of its kind on the public company side.”

“Here are quotes from other small time investors,” continues Hirsch,

“’Curious to learn more and be made aware of IPOs 30-45 days before the date so I can look into companies – generally $2-3k per investment’,

‘How many IPOs in the pipeline?’,


‘Excited to hear about these projects!’,

‘Great idea’,

‘I like this program’,

‘I want to invest a lot”,

‘I live in London and this is my first time investing so am new to this field’,

‘Love the concept!’,

‘Put me on your list’.

Our concept must be a powerful one if it’s driving the IPO Village message to all corners of the investor market attracting this kind of feedback. If you are tired of being excluded, it’s quite simple; sign up at and get your name on our list as quickly as possible,” concludes Hirsch.

About IPO Village
IPO Village offers IPO investment opportunities to every retail investor. While other crowdfunding type sites focus on private offerings, IPO Village’s public offerings provide its member investors with liquidity and a foreseeable exit. The Company employs a “first-come- first-serve” policy with all parties equally welcome to invest. Since IPOs are typically oversold, IPO Village guarantees a place in line and encourages retail investors to sign up now at

About First Line Capital
For over two decades, First Line Capital, LLC, a boutique international investment banking firm, has been faithfully providing comprehensive services to public and private companies internationally. With offices in New York City, Israel, and China, First Line Capital focuses on the architecture and implementation of early-stage public strategies, debt and equity financing’s, mergers and acquisitions, investor relations, and various other investment banking activities.
First Line Capital participated in the launch of several high-profile firms: and E Trade Financial. In recent years, the Company has specialized in capitalizing foreign companies and successfully listed more than ten corporations on the NASDAQ/OTCBB. The quality of their deal flow is admired throughout the industry.

Media Contact
Emerson Gerard Associates
Jerry Jennings, [DELETED]

If you would rather not receive future communications from Emerson Gerard Associates, please go to [DELETED]
Emerson Gerard Associates, 5600 N. Flagler Dr Ste. #601, West Palm Beach, FL 33407 United States


Previous Entries
March 26, 2015
Wall Street is supposed to be protected by smoke detectors in the form of endless amounts of rules and regulations, massive volumes of written superv... Read On
March 25, 2015
In 2006, after suffering several miscarriages, UPS driver Peggy Young became pregnant; and, in consideration of her prior pregnancies, her doctor ins... Read On
March 25, 2015
In the great 1967 film "Cool Hand Luke," we get that iconic line about "What we've got here is failure to communicate."  The scene involves the b... Read On
March 24, 2015
On March 24, 2015, the United States Supreme Court issued its Opinion in Omnicare, Inc., Et Al. v. Laborers District Council Construction Industry Pen... Read On
March 24, 2015
Stockbroker, Compliance, Legal, and Regulatory JobsEmployment Page Jobs#wallstreetjobs @brokeandbrokerNOTICE TO EMPLOYERS: Brok... Read On
March 23, 2015
Consumer advocates and regulators tend to dislike so-called "exotic" or "leveraged" Exchange Traded Funds ("ETFs"). Many of the concerns are legitimat... Read On
March 21, 2015
Merrill Lynch Blindsided By Former Employee In Promissory Note CaseThe big boys just don't tend to lose their promissory note cases with any regularit... Read On
March 20, 2015
The big boys just don't tend to lose their promissory note cases with any regularity: mostly because these cases are based upon executed ironclad agre... Read On
March 19, 2015
Good for the goose, good for the gander. Or so it is said. For those of us who practice law, we know that there are always exceptions, explanations, a... Read On Job Search

Related Topics
Tag Cloud
Internet FINRA Bear Stearns Bloomberg SEC NASD NYSE Money Laundering Due Diligence Waiver Forbes China Chepucavage Broy Woody Allen Madoff NAC NPR Marketplace Stanford UBS Ketchum Antitrust NASDAQ RRBDLAW Schapiro Bill Singer BrokerAndBroker USERRA Morgan Keegan Arbitration Counterclaim Khuzami BrokeAndBroker Aleynikov Goldman Sachs brokeandbroker Promissory Note U4 Bill SInger EFL CFTC Huffington Post Flash Crash arbitration RBC Ponzi Affinity Fraud Wachovia Raymond James Expungement Fraud Securities Fraud Outside Business Activity Registered Rep Magazine FOREX FBI Banc of America Pro Se PCAOB Supreme Court Morgan Stanley Smith Barney E*Trade Margin email Galleon Penson U5 Defamation Protocol Wells Fargo Punitive Damages Citigroup Merrill Lynch ARS Employee Forgivable Loan Street Legal Morgan Stanley AWC Fidelity Bankruptcy Broke And Broker HFT David Sobel Day Trading Ameriprise Commissions Spouse Schwab Commission CRD Kenneth Starr IRS CNBC Complaint ATM Skimming Hacking Phishing Malware Naskovets Poteroba Koval Lincoln Financial Selling Away Outside Business Activities Rakoff 2nd Circuit Second Circuit IRA 401k Forgery Tax Email Netschi Moore Whistleblower Street Sweeper Countrywide Tran Bharara Facebook Online Severance Bonus Eligibility Rule TD Ameritrade Hedge Fund SAC 1099 Smith Barney Lehman Brothers SIPC IC3 Scottrade Lehman JPMorgan Chase Hertz Insider Trading Bank of America Department of Justice Elles Bribe Auction Rate Securities Raiding Spam Edward Jones Medicare Diabetes Dow Schumer Thain Walter Bid Rigging Real Estate Discrimination Wall Street Statutory Disqualification Form U4 Form U5 Indictment Boyland DOJ Corruption bill singer FTC Do Not Call FINRA Arbitration Costa Rica Settlement LIBOR Varney Plea Rule 8210 Eligibility RRBDlaw Appeal Fowler LPL Johnson Cellphone US Airways JPM Reg D MSSB Vault Loan SunTrust Discovery Employment Rosenthal Recruiting Lawyer Trading Platform JP Morgan Employment Tuesday Wrongful Termination Bank Guarantee WaMu Solicitation REIT Martin Credit Cards Rule 3050 Away Account Credit Repair PN Advisor Placement Group Fifth Amendment Forex Mortgage Private Placement Moon CGMI Failure to Supervise Merrill Anderson Exam Lee Borrowing Tax Lien Conversion Oppenheimer Wedbush Felony Misdemeanor Expenses ING Lien OTR Estate Jobs Florida Credit Card Elderly Flash Drive Annuity Expense Reimbursement FNMA BrokeAndBroke TIC DWI Promissory Notes Suitability Will POA Power of Attorney Casino NSF MF Global Counterfeit Preet Bharara Corzine Hacker Deferred Compensation RIA Prison Disclosure NASAA Aguilar FCPA Subway Identity Theft Gold Dell Bar Injunction Bank Deutsche Bank Hospital Due Process God HSBC Private Placements Eric Stein Wire Fraud FINOP CCO Compliance Audit Joshua Brown Backstage Wall Street Obstruction of Justice Reuters Retaliation Variable Annuity Arbitraiton Outside Account Options Telephone Wine Series 7 Social Media ADA Pacifico Non-Prosecution Agreement Confirm Tax Fraud Retirement OBA Equity Indexed Annuities EIA Disability MetLife Continuing Education Cheating OIP Tax Liens Willful CE Unregistered Impersonation Annuities BBVA Business Expenses ETF JOBS Act Mail Fraud Parking Variable Annuities Signatures BitTorrent Impersonator Wire Transfer Wire Crowdfunding Nasdaq Away Accounts WSP Laptop Dodd Frank Checks RMBS AML PST Solicited Unsolicited Congress SRO Wife Discretion Non-Solicitation Restaurant Commodities Private Securities Transaction Offer of Settlement Money Market employment jobs Great Recession Chase Investment Services Arrest Barclays Liens Failure To Supervise Apple Time And Price T&P Willfully Husband Letter of Authorization LOA Sexism Debit Card Knight Test Practice Sale Unfair Competition Signature Judgments Undisclosed Settlement Trainee Fee Trust Laser Side Bar Mattera Female Sales Assistant Kennedy Charge Sexist NML Argentina Embezzlement Silver Investor Alert Judgment Bank Fraud Deceased Bill Singer BrokeAndBroker TSSB OHO Leveraged ETF Mary Jo White Trustee Motion To Dismiss Frumento Conspiracy 6th Circuit Proctor Rule 3040 Class Action Beneficiary NYAG Schneiderman 11th Circuit Insurance Gallagher White Self Regulation Short Sale Compromise Website Rule 2010 TRO Supervision Vacatur Remand SDNY Rule 12206 BrokeAndBroker Bill Singer Piwowar Stifel Rule 1122 Article V signature Confidential Inside Information Reg SP VA Regulation SP Customer Rule 3270 Rule 3240 Annual Compliance Questionnaire OWB 2Cir Red Flags Payroll Stockbrokers Cybercrime Loans Altered Records
Email Bill Singer Connect with Bill Singer on Facebook Follow Bill Singer on Twitter Link up with Bill Singer on LinkedIn Join Bill Singer on Google+