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Friday, October 3, 2008
Thursday, October 2, 2008
Would Federal Registration or Exemption Make a Difference in PA?
I received a great email from a reader of pa4pl with an absolutely valid question which I thought would be best addressed here in case anyone else had the same question.
The question was, "The status and direction of the federal paperwork is a moot point in regards to Pennsylvania (or is it?)"
I think I'll give my short answer first:
Yes & well, No.
The federal paperwork my friend is referring to was something I brought up here.
It was a Federal SEC S-1 application which Prosper filed last year (now dormant). Their aim was to set up a secondary market for their Notes.
My answer in regards to this specific paperwork is "yes". The S-1 application really is moot in regards to what has occurred in PA.
But, what this paperwork did for me was bring into light a clue or hint toward possible Federal Interpretation of Prosper Notes.
So in a broader sense, and by extension of my friend’s question, is Federal interpretation of Prosper Notes a Moot point? My inclination is to say no.
I mean, as a PA Lender, if you knew that the Promissory Notes you bought from Prosper, prior to September 16, 2008, were either registered with the SEC, or federally exempted under some SEC regulation, do you think it would make a difference in regards to PA?
I think it would.
Outside of just making me feel better about life in general, I think Federal Exemption, or Federal Registration would make a difference.
For one it would answer the question:
Are
These
Things
Securities?
If you are just tuning in, I have been asking this question over and over and over again, trying, in bits and pieces, to answer this question. Something I admit I've been hammering away at on an intellectual basis only. Why? Because this exact same question, in other cases, has gone as far as the Supreme Court for an Answer! -I don't expect to answer it. I'm just kicking it around...
So yeah, it would answer the big bold question.
Really though, Federal exemption or registration would have blessed us with no need to ask the big bold question in the first place.
We would just know they're securities.
Better yet, Securities with either the appropriate exemption or registration.
In fact, you know what? -we probably wouldn't even be thinking about it all. We'd all maybe be doing what I know I last did on September 15th which was bidding on a loan on my favorite p2p site Prosper.com!
So, as for the S-1 application I stumbled upon the other day, I found it at least curious; curious enough to share with all of you.
But seriously, it was like looking at a distant and wavy mirage in the desert!
Because man, there it was! -Right there on an SEC application! -All in the same sentence!
-The words:
"Prosper Marketplace", "Notes", "and Securities".
This was the closest I've come to answering the question.
That is why I ended this the other day with the question:
Are the Promissory Notes as we know them today, not considered securities, but would have been considered securities had they been able to be traded on a secondary market?
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Tuesday, September 30, 2008
Just To Be Clear: It has to do with Security Regulations
Just to be Clear:
The current prohibition of Pennsylvanians from lending on Prosper does NOT have to do with Banking Regs.
It has to do with Securities Regulations and the Registration of Promissory Notes as Securities.
From The Official Prosper Blog, dated 9/22/08:
In response to inquiries regarding the origin of the decision to discontinue lending activity in Pennsylvania, we would like to clarify that this decision relates to the Pennsylvania Securities Commission’s interpretation of Pennsylvania securities regulations. Due to the confidential nature of our discussions with the Commission, we cannot disclose any further information about our discussions, other than to say we respectfully disagree with their interpretation and are attempting to work with them to address their concerns.
More on this here.
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Monday, September 29, 2008
What are the Securities?
Go here, and scroll down to page 9, or just read below:
Q: What are the Securities?
A: The Securities consist of the Notes and the Lender Participant Rights related to the Notes.
Q: What are the Notes?
A: Notes represent Loans made by Prosper to a Borrower, and are the unsecured credit obligations of the individual Borrowers. Loans to Borrowers are evidenced by as many Notes as there are winning bids for the Loan, with each Note in the amount of the winning bid. All Notes are initially made payable to Prosper, and Prosper then sells and assigns the Notes without recourse to each Lender who was a winning bidder on the listing.
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Q: What are the Securities?
A: The Securities consist of the Notes and the Lender Participant Rights related to the Notes.
Q: What are the Notes?
A: Notes represent Loans made by Prosper to a Borrower, and are the unsecured credit obligations of the individual Borrowers. Loans to Borrowers are evidenced by as many Notes as there are winning bids for the Loan, with each Note in the amount of the winning bid. All Notes are initially made payable to Prosper, and Prosper then sells and assigns the Notes without recourse to each Lender who was a winning bidder on the listing.
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I Called the CA Department of Corporations
I made a couple of calls and sent an email or two last week that I have not had a chance to post on yet.
Here's one of them:
I figured since Prosper Marketplace Inc. is located in San Francisco that I would turn to the California Department of Corporations.
Their website states:
The Department licenses and regulates a variety of businesses that affect your life, including securities brokers and dealers, investment advisers and financial planners, and certain fiduciaries and lenders. We also regulate the offer and sale of securities, franchises and off-exchange commodities.
I called the San Francisco branch and spoke with an attorney there who said that Prosper has a pending Securies application on file, and that such applications are generally public documents.
So I called the department's document coordinator who could not locate the document, but was willing to give me the name and phone number of the attorney who was handling the file.
I called that attorney, and left a message. I received a return call from that attorney who via voice mail, provided me with the file #: 5063341
The file dated back to the end of last year. The attorney mentioned that he, Prosper, and the SEC had met, but that for one reason or another Prosper was not able to move forward with the application.
A little more poking around and I uncovered this.
This is an SEC S-1 application.
Form S-1 is an SEC filing used by public companies to register their securities with the U.S. Securities and Exchange Commission (SEC).
Interesting. But what I think this is, was and had to do with was Prosper's attempt at creating a secondary market for their notes. We know or should know that did not end up happening for one reason or another.
In red type on the form it states:
The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.
SUBJECT TO COMPLETION, DATED OCTOBER 30, 2007
My next question is: are the Promissory Notes as we know them today, not considered securities, but would have been considered securities had they been able to be traded on secondary market?
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Here's one of them:
I figured since Prosper Marketplace Inc. is located in San Francisco that I would turn to the California Department of Corporations.
Their website states:
The Department licenses and regulates a variety of businesses that affect your life, including securities brokers and dealers, investment advisers and financial planners, and certain fiduciaries and lenders. We also regulate the offer and sale of securities, franchises and off-exchange commodities.
I called the San Francisco branch and spoke with an attorney there who said that Prosper has a pending Securies application on file, and that such applications are generally public documents.
So I called the department's document coordinator who could not locate the document, but was willing to give me the name and phone number of the attorney who was handling the file.
I called that attorney, and left a message. I received a return call from that attorney who via voice mail, provided me with the file #: 5063341
The file dated back to the end of last year. The attorney mentioned that he, Prosper, and the SEC had met, but that for one reason or another Prosper was not able to move forward with the application.
A little more poking around and I uncovered this.
This is an SEC S-1 application.
Form S-1 is an SEC filing used by public companies to register their securities with the U.S. Securities and Exchange Commission (SEC).
Interesting. But what I think this is, was and had to do with was Prosper's attempt at creating a secondary market for their notes. We know or should know that did not end up happening for one reason or another.
In red type on the form it states:
The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.
SUBJECT TO COMPLETION, DATED OCTOBER 30, 2007
My next question is: are the Promissory Notes as we know them today, not considered securities, but would have been considered securities had they been able to be traded on secondary market?
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Wednesday, September 24, 2008
Securities Tests
This is not the first time that the designation of "Notes" as "Securities" have come in to question.
In fact, on quite a few occassions, such questions have gone as far as the Supreme Court in making a determination.
As a result of such cases, certain "Tests" have been developed and used to help determine if a particular note qualifies as a security.
Before I dive in, I just want to reiterate that in the past it has taken the Supreme Court to make a final determination. So my little analysis here is nothing more than that. -just my own little analysis. I'll tell you upfront that I can't say for sure if they're securities or not. It just really isn't all that clear to me. -But, I will say, that as I walk through the various tests it seems that they lean more towards being securities than not.
The best place to start in making a determination is Section 2(a)(1) of the Securities Act of 1933.
The basic, or default definition of a “security” in Section 2(a)(1) is the term “investment contract”.
If something is an "investment contract" it is a security".
From there, one should turn to the “investment contract test” set out by the Supreme Court in the case of SEC v. W.J. Howey Company, also know as the “Howey” test.
The Howey test basically says that an “investment contract” is "any contract, transaction or scheme whereby a person invests money, in a “common enterprise” and is led to expect profits from the efforts of others."
In the Supreme Court case of United Housing Foundation v. Forman, the Howey Test was determined as the “essential” test to all securities.
If any instrument, no matter what it is called, meets the Howey test, it is a security.
But don't get too comfy, because it also say, "if it does not meet the Howey test it may still be a security, but will have to justify its status as a security in some other definitional manner."
United Housing Foundation v. Foreman added that just because something is called “stock” doesn’t necessarily mean it is a security, despite the language of Section 2(a)(1) that specifically includes “stock” as a “security”. This has come to be known as the “economic reality test”, also known as the "basic common sense test".
>what does common sense tell you? -I know I'm investing to make a profit, and I know Prosper is selling to make a profit. So, yes, I would say the "economic reality" lands Prosper Notes in the realm of securities.
> so count it, that's: 1 YES, and 0 NO's.
(Yes, it's a security vs. No, it's not a security)
Next, in the first Howey test an investment contract requires an “investment of money”. That means the intention that the money is given over with the expectation that profit or return will follow.
>Are Prosper "Lenders" investing money? Yes they are. They are definitely not "loaning" money. That's WebBank's job, and if Prosper Lenders were "loaning" money, then we would all be dealing with a whole other can of Banking Regulation worms.
An “investment of money” under Howey means "the investor must have committed his assets to the enterprise in such a manner as to subject himself to financial loss." SEC v. Pinckney, 923 F. Supp. 76, 80 (E.D. NC 1996).
> so count that one as well, that's: 2 YES's, and 0 NO's.
Next, and I warn you, read slowly here, the second Howey test is that there must be a “common enterprise.” What is a common enterprise?
"Common Enterprise" is established by "commonality" which can be either, "Horizontal Commonality", "Vertical Commonality", or both.
Vertical commonality is "the dependence of the investors’ fortunes on the success or expertise of the promoter". See Long v. Shultz Cattle Co., Inc., 881 F.2d 129, 140-41 (5th Cir.1989
>(Not the case with Prosper. That's assuming Prosper is the Promoter of the Notes, and even if WebBank was considered the Promoter, which I wouldn't, it still doesn't apply.)
Horizontal commonality is the pooling of investor funds and interests.
>(This could be the case for Prosper, unless one bidder covers the whole "loan", or we should say, buys 100% of the Promissory Note)
The courts have further identified two kinds of vertical commonality: "broad vertical commonality", and "strict vertical commonality".
To establish “broad vertical commonality,” "the fortunes of the investors need be linked only to the efforts of the promoter". See Long v. Shultz Cattle Co., Inc., 881 F.2d 129, 140-41 (5th Cir.1989).
>(Not the case with Prosper)
“Strict vertical commonality” "requires the fortunes of investors be tied to the fortunes of the promoter". Brodt v. Bache & Co.
>(Not the case with Prosper)
The easier definition, the so-called “horizontal” commonality test requires there to be at least two investors who have a similar relationship in the business enterprise, that is, they all pool their investments and share in the profits.
>It doesn't occur to me often, but it's wrapping of my mind around these concepts of commonality, where I really feel the brunt of NOT BEING AN ATTORNEY.
However, I found a statement that says:
"The courts generally recognize that “horizontal” commonality (for example, the pooling of an investment by two or more investors) is a common enterprise."
Either way, my tally of "YES's" and "NO's" within the 2nd leg of the Howey Test looks like this:
Broad vertical commonality = NO
Strict vertical commonality = NO
Horizontal commonality = YES & NO
> So, that leaves us with: 2.25 YES's and .75 NO's
The third leg of the Howey test is “efforts” of others. "The investor must rely strongly on the efforts of others. The "others" in this test are talking about the efforts of the Promotors."
>(Again, can we assume that Prosper is the promotor of the Notes?)
The key determination is whether the promoters’ efforts, not that of the investors, form the “essential managerial efforts which affect the failure or success of the enterprise. -citing Unique Financial Concepts, 196 F.3d at 1201 (citing SEC v. Glenn W. Turner Enterprises, Inc., 474 F.2d 476, 482 (9th Cir.1973)). See also SEC v. Rubera, 350 F.3d 1084 (9th Cir. 2003) (test is whether the efforts made by those other than the investor are the undeniably significant ones, those essential managerial efforts which affect the failure or success of the enterprise).
>Blah, Blah, Blah. DOES NOT APPLY. (These Notes rely on Personal Loan repayments seperate from any "efforts" of the Promotor or Investor)
> This leaves us with: 2.25 YES's and 1.75 NO's
Nest, we have to look at Reves v. Ernst & Young because this is the case the SEC told me to look at, and um, unlike someone we all know, I'm going to listen to the SEC!
In Reves v. Ernst & Young the court tried to deal with the issue of separating an "investment note" (which is a security) from a "commercial note" (which is not a security).
To do this the court came up with the “family resemblance” test.
Essentially this test is a look at the motivations of the parties.
First, is the motivation an "investment" or a "commercial finance arrangement"?
>With Prosper, we are not talking about Commercial Finance arrangements. Prosper isn't selling Notes to finance inventory or liquidate Accounts Receivables, etc. Thus, it's clearly an investment.
So count'em: 3.25 YES's and 1.75 NO's
Next, is the instrument meant to be traded? (Investment notes often have the ability to be traded, commercial notes almost never do.)
>Prosper Note buyers can not trade their Notes like a stock on some financial exchange.
That's 1 for the NO's: 3.25 YES's and 2.75 NO's
Next, ask, "what are the reasonable expectations of the public?" (would the financial world consider the note an investment note or a commercial note).
>The public here being "Lenders" or "Bidders" or anyone viewing a Prosper add. The general perception is that Prosper is a place to invest.
That's 1 for the YES's: 4.25 YES's and 2.75 NO's
Finally, ask, "Is there any other regulatory scheme better suited to deal with the instrument" (banking laws for example).
>This one is tough to answer, and I think it could go either way. We are, after all, talking about the selling and buying of Promissory Notes that rely on and originate as personal loans. I could be wrong on that point, but WebBank is funding/providing/making loans to individuals, and then "assigning" ie. selling the notes to Prosper, who is then assigning ie. selling the notes to other individuals. The notes are not touching any sort of financial exchange like stocks, bonds, and commodities do, so maybe banking laws would be better than securities regulations.
>Even if we give this one 100% to the NO's, Prosper Notes still fall short, in my layman's analysis, of NOT being considered a security. But, I say we split it down the middle and give .5 to each.
So, here you have it: we end up with:
4.75 YES's and 3.25 NO's
Prosper notes look more like securities, than not.
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In fact, on quite a few occassions, such questions have gone as far as the Supreme Court in making a determination.
As a result of such cases, certain "Tests" have been developed and used to help determine if a particular note qualifies as a security.
Before I dive in, I just want to reiterate that in the past it has taken the Supreme Court to make a final determination. So my little analysis here is nothing more than that. -just my own little analysis. I'll tell you upfront that I can't say for sure if they're securities or not. It just really isn't all that clear to me. -But, I will say, that as I walk through the various tests it seems that they lean more towards being securities than not.
The best place to start in making a determination is Section 2(a)(1) of the Securities Act of 1933.
The basic, or default definition of a “security” in Section 2(a)(1) is the term “investment contract”.
If something is an "investment contract" it is a security".
From there, one should turn to the “investment contract test” set out by the Supreme Court in the case of SEC v. W.J. Howey Company, also know as the “Howey” test.
The Howey test basically says that an “investment contract” is "any contract, transaction or scheme whereby a person invests money, in a “common enterprise” and is led to expect profits from the efforts of others."
In the Supreme Court case of United Housing Foundation v. Forman, the Howey Test was determined as the “essential” test to all securities.
If any instrument, no matter what it is called, meets the Howey test, it is a security.
But don't get too comfy, because it also say, "if it does not meet the Howey test it may still be a security, but will have to justify its status as a security in some other definitional manner."
United Housing Foundation v. Foreman added that just because something is called “stock” doesn’t necessarily mean it is a security, despite the language of Section 2(a)(1) that specifically includes “stock” as a “security”. This has come to be known as the “economic reality test”, also known as the "basic common sense test".
>what does common sense tell you? -I know I'm investing to make a profit, and I know Prosper is selling to make a profit. So, yes, I would say the "economic reality" lands Prosper Notes in the realm of securities.
> so count it, that's: 1 YES, and 0 NO's.
(Yes, it's a security vs. No, it's not a security)
Next, in the first Howey test an investment contract requires an “investment of money”. That means the intention that the money is given over with the expectation that profit or return will follow.
>Are Prosper "Lenders" investing money? Yes they are. They are definitely not "loaning" money. That's WebBank's job, and if Prosper Lenders were "loaning" money, then we would all be dealing with a whole other can of Banking Regulation worms.
An “investment of money” under Howey means "the investor must have committed his assets to the enterprise in such a manner as to subject himself to financial loss." SEC v. Pinckney, 923 F. Supp. 76, 80 (E.D. NC 1996).
> so count that one as well, that's: 2 YES's, and 0 NO's.
Next, and I warn you, read slowly here, the second Howey test is that there must be a “common enterprise.” What is a common enterprise?
"Common Enterprise" is established by "commonality" which can be either, "Horizontal Commonality", "Vertical Commonality", or both.
Vertical commonality is "the dependence of the investors’ fortunes on the success or expertise of the promoter". See Long v. Shultz Cattle Co., Inc., 881 F.2d 129, 140-41 (5th Cir.1989
>(Not the case with Prosper. That's assuming Prosper is the Promoter of the Notes, and even if WebBank was considered the Promoter, which I wouldn't, it still doesn't apply.)
Horizontal commonality is the pooling of investor funds and interests.
>(This could be the case for Prosper, unless one bidder covers the whole "loan", or we should say, buys 100% of the Promissory Note)
The courts have further identified two kinds of vertical commonality: "broad vertical commonality", and "strict vertical commonality".
To establish “broad vertical commonality,” "the fortunes of the investors need be linked only to the efforts of the promoter". See Long v. Shultz Cattle Co., Inc., 881 F.2d 129, 140-41 (5th Cir.1989).
>(Not the case with Prosper)
“Strict vertical commonality” "requires the fortunes of investors be tied to the fortunes of the promoter". Brodt v. Bache & Co.
>(Not the case with Prosper)
The easier definition, the so-called “horizontal” commonality test requires there to be at least two investors who have a similar relationship in the business enterprise, that is, they all pool their investments and share in the profits.
>It doesn't occur to me often, but it's wrapping of my mind around these concepts of commonality, where I really feel the brunt of NOT BEING AN ATTORNEY.
However, I found a statement that says:
"The courts generally recognize that “horizontal” commonality (for example, the pooling of an investment by two or more investors) is a common enterprise."
Either way, my tally of "YES's" and "NO's" within the 2nd leg of the Howey Test looks like this:
Broad vertical commonality = NO
Strict vertical commonality = NO
Horizontal commonality = YES & NO
> So, that leaves us with: 2.25 YES's and .75 NO's
The third leg of the Howey test is “efforts” of others. "The investor must rely strongly on the efforts of others. The "others" in this test are talking about the efforts of the Promotors."
>(Again, can we assume that Prosper is the promotor of the Notes?)
The key determination is whether the promoters’ efforts, not that of the investors, form the “essential managerial efforts which affect the failure or success of the enterprise. -citing Unique Financial Concepts, 196 F.3d at 1201 (citing SEC v. Glenn W. Turner Enterprises, Inc., 474 F.2d 476, 482 (9th Cir.1973)). See also SEC v. Rubera, 350 F.3d 1084 (9th Cir. 2003) (test is whether the efforts made by those other than the investor are the undeniably significant ones, those essential managerial efforts which affect the failure or success of the enterprise).
>Blah, Blah, Blah. DOES NOT APPLY. (These Notes rely on Personal Loan repayments seperate from any "efforts" of the Promotor or Investor)
> This leaves us with: 2.25 YES's and 1.75 NO's
Nest, we have to look at Reves v. Ernst & Young because this is the case the SEC told me to look at, and um, unlike someone we all know, I'm going to listen to the SEC!
In Reves v. Ernst & Young the court tried to deal with the issue of separating an "investment note" (which is a security) from a "commercial note" (which is not a security).
To do this the court came up with the “family resemblance” test.
Essentially this test is a look at the motivations of the parties.
First, is the motivation an "investment" or a "commercial finance arrangement"?
>With Prosper, we are not talking about Commercial Finance arrangements. Prosper isn't selling Notes to finance inventory or liquidate Accounts Receivables, etc. Thus, it's clearly an investment.
So count'em: 3.25 YES's and 1.75 NO's
Next, is the instrument meant to be traded? (Investment notes often have the ability to be traded, commercial notes almost never do.)
>Prosper Note buyers can not trade their Notes like a stock on some financial exchange.
That's 1 for the NO's: 3.25 YES's and 2.75 NO's
Next, ask, "what are the reasonable expectations of the public?" (would the financial world consider the note an investment note or a commercial note).
>The public here being "Lenders" or "Bidders" or anyone viewing a Prosper add. The general perception is that Prosper is a place to invest.
That's 1 for the YES's: 4.25 YES's and 2.75 NO's
Finally, ask, "Is there any other regulatory scheme better suited to deal with the instrument" (banking laws for example).
>This one is tough to answer, and I think it could go either way. We are, after all, talking about the selling and buying of Promissory Notes that rely on and originate as personal loans. I could be wrong on that point, but WebBank is funding/providing/making loans to individuals, and then "assigning" ie. selling the notes to Prosper, who is then assigning ie. selling the notes to other individuals. The notes are not touching any sort of financial exchange like stocks, bonds, and commodities do, so maybe banking laws would be better than securities regulations.
>Even if we give this one 100% to the NO's, Prosper Notes still fall short, in my layman's analysis, of NOT being considered a security. But, I say we split it down the middle and give .5 to each.
So, here you have it: we end up with:
4.75 YES's and 3.25 NO's
Prosper notes look more like securities, than not.
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Did Prosper Not Register -OR- File for Exemption? I'm just wondering.
Are these Promissory Notes securities or are they not?
Prosper obviously believes they are not, or else we wouldn't be in this mess to begin with right? Because they would have taken steps to appropriately register them, right?
Pennsylvania says they are Securities.
The more I investigate, the more I can't help but think that PA has a good argument. Although, I'm not willing to commit to that yet.
What I am willing to commit to is the fact that I'm beginning to feel like a dog chasing it's tail. That much I know for sure.
I guess another thing we know for sure is that Prosper has not registered their Notes as securities.
As a logical exercise, let's just say they ARE exempt.
Shouldn't Prosper then have the appropriate Federal exemption as proof of such exemption?
Since Prosper doesn't seem to have anything like this to fling back in the PA Security Commission's face, can we assume then, that Prosper neither registered their Notes OR filed the appropriate exemption?
I don't know, but i can't help but wonder.
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Prosper obviously believes they are not, or else we wouldn't be in this mess to begin with right? Because they would have taken steps to appropriately register them, right?
Pennsylvania says they are Securities.
The more I investigate, the more I can't help but think that PA has a good argument. Although, I'm not willing to commit to that yet.
What I am willing to commit to is the fact that I'm beginning to feel like a dog chasing it's tail. That much I know for sure.
I guess another thing we know for sure is that Prosper has not registered their Notes as securities.
As a logical exercise, let's just say they ARE exempt.
Shouldn't Prosper then have the appropriate Federal exemption as proof of such exemption?
Since Prosper doesn't seem to have anything like this to fling back in the PA Security Commission's face, can we assume then, that Prosper neither registered their Notes OR filed the appropriate exemption?
I don't know, but i can't help but wonder.
Please sign the petition!
Ask a friend to sign!
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