United States: Weeding Out Bad Actors: The Rule 506 Bad Actor Provisions And Capital Markets Practice – One Year Later

Last Updated: September 26 2014
Article by Bradley Berman

As we approach the anniversary of the effectiveness of the Rule 506 bad actor provisions (if you don't happen to have it marked on your calendar, the new rules went into effect on September 23, 2013), it is a good time to survey how issuers and placement agents have adapted in response to the new rules.

Since the new rules became effective, the Securities and Exchange Commission Division of Corporation Finance has issued several sets of Compliance and Disclosure Interpretations (C&DI 260.14 – 260.32).1 Some of the C&DIs are applicable to Rule 506 continuous offering programs.

The Compliance and Disclosure Interpretations

For example, C&DI 260.14 states, in part:

When is an issuer required to determine whether bad actor disqualification under Rule 506(d) applies?

Answer: Rule 506(d) disqualifies an offering of securities from reliance on a Rule 506 exemption from Securities Act registration. Issuers must therefore determine if they are subject to bad actor disqualification any time they are offering or selling securities in reliance on Rule 506... An issuer may reasonably rely on a covered person's agreement to provide notice of a potential or actual bad actor triggering event pursuant to, for example, contractual covenants, bylaw requirements, or an undertaking in a questionnaire or certification. However, if an offering is continuous, delayed, or long-lived, the issuer must update its factual inquiry periodically through bring-down of representations, questionnaires, and certifications, negative consent letters, periodic re-checking of public databases, and other steps, depending on the circumstances.

[Emphasis added.]

A placement agent in a continuous offering program should consider including an issuer covenant in the placement agent agreement to the effect that the issuer has exercised reasonable care to determine whether any covered person is subject to a bad actor disqualification, and that the issuer will notify the placement agent in writing of any bad actor disqualification relating to any covered person, or any event that would, with the passage of time, become such a disqualification event. The placement agent may wish to include in the placement agent agreement an issuer covenant to periodically update its factual inquiries of any covered persons. Similarly, the issuer may want to include a mirror representation from the placement agent regarding periodic inquiries of any of the placement agent's covered persons.

The timing of periodic updates by an issuer or a placement agent in a continuous offering program remains open; the SEC has not, and probably will not, identify a specific timeline. The SEC previously stated that "[t]he timeframe for inquiry should also be reasonable in relation to the circumstances of the offering and the participants."2

Despite careful diligence by an issuer of its covered persons, there may be times during a continuous offering program when the issuer discovers that a covered person is subject to a disqualification. If, despite the exercise of reasonable care, the issuer was unable to determine the existence of a disqualifying event or that a particular person was a covered person, or initially reasonably determined that the person was not a covered person but subsequently learned that that determination was incorrect, then the reasonable care exception of Rule 506(d)(2)(iv) will be available for the issuer. The issuer must then consider what steps are appropriate upon discovery of the Rule 506 disqualifying event. The SEC suggested that those steps might include seeking waivers of disqualification, termination of the relationship with the covered person or persons, providing Rule 506(e) disclosure, or taking other remedial steps to address the disqualification to ensure that the Rule 506 exemption will remain available.3,4

Many continuous offering programs have multiple placement agents. Any of those agents may have agreements with other registered dealers to place the securities. Not all of these agents and dealers may be involved with a particular placement of the issuer's securities. At a reasonable time prior to the sale of the securities, the issuer must determine which agents and dealers will be involved in the sale. If any of these agents and dealers were the subject of any matters that would have disqualified them from using Rule 506 prior to the effectiveness of Rule 506(d) (i.e., prior to September 23, 2013), then Rule 506(e) disclosure must be made to all investors in the offering – whether or not they purchased the securities from the issuer through the particular agent or dealer that is the subject of the disclosure. No disclosure of such pre-effective bad actor events relating to a placement agent on the program that is not involved in the offering need be made to investors in that offering.5

Other valuable guidance was provided by the new C&DIs, some of which is summarized below:

  • An "affiliated issuer," for purposes of Rule 506(d), is an affiliate (as defined in Rule 501(b)) of the issuer that is issuing securities in the same offering, including offerings subject to integration pursuant to Rule 502(a).6
  • Persons whose sole involvement with a Rule 506 offering is as members of a compensated solicitor's deal or transaction committee that is responsible for approving such compensated solicitor's participation in the offering are not "participating" in a Rule 506 offering, for purposes of Rule 506(d)(1).7
  • Actions taken in jurisdictions other than the United States, such as convictions, court orders, injunctions in a foreign court, or regulatory orders issued by foreign regulatory authorities will not trigger a disqualification under Rule 506(d).8
  • Rule 506(e) does not mandate disclosure of past events that would no longer trigger a disqualification under Rule 506(d), such as a criminal conviction that occurred more than ten years prior to an offering or a bar that is no longer in effect at the time of the offering.9
  • A shareholder that becomes a 20% beneficial owner of the issuer's voting equity securities upon completion of the sale of securities in a Rule 506 offering is not a 20% beneficial owner at the time of the sale, for purposes of determining who is a covered person with respect to that offering.10
  • The term "beneficial owner," as used in Rule 506(d), is interpreted the same way as under Rule 13d-3 under the Securities Exchange Act of 1934; beneficial ownership includes both direct and indirect interests, determined as under Rule 13d-3. Consequently, one must look through entities to their controlling persons.11
  • If there is 20% beneficial ownership of the issuer's voting equity securities by shareholders that have formed a group, the disqualification or disclosure obligations will apply to triggering events that apply only to the group itself, assuming that no member of the group is a 20% beneficial owner. Here, the SEC used the example of a group being formed by means of a voting agreement. If any party to the voting agreement has or shares power to vote or direct the vote of shares beneficially owned by other parties to the agreement, then beneficial ownership of such shares will be attributed to that party.12 In those circumstances, one would look not only at the group itself, but also through the group to the parties to the voting agreement and determine whether any such party is a 20% beneficial owner due to such aggregated voting power and whether that party is subject to a disqualification event.13

There are still some open issues relating to Rule 506(d) offerings that have not been addressed by the new C&DIs. For example:

Matchmaking portals.Are operators of matchmaking portals compensated solicitors subject to the disqualification provisions?

  • Most likely not, if they are not receiving transaction-based compensation. Section 4(b)(1) of the Securities Act of 1933 provides an exemption from broker-dealer registration for persons operating what is commonly known as a matchmaking portal for Rule 506 offerings of securities to accredited investors, provided, among other requirements, that those persons receive no compensation in connection with the purchase or sale of such securities. In C&DI 260.17, the SEC noted that compensated solicitors are not limited to brokers who are subject to registration under Section 15(a)(1) of the Exchange Act. The SEC stated that "all persons who have been or will be paid, directly or indirectly, remuneration for solicitation of purchasers are covered by Rule 506(d), regardless of whether they are, or are required to be registered under ... Section 15(a)(1) ...."14 Although not directly addressed by the SEC, it appears that a matchmaking portal that satisfies the exemption from broker or dealer registration provided by Section 4(b)(1) of the Securities Act could not be operated by a compensated solicitor.

Diligence by placement agents.Most of what the SEC has said about diligence procedures is in the context of a reasonable investigation by the issuer. In the Adopting Release, the SEC stated that they anticipated that "financial intermediaries and other market participants will develop procedures for assisting issuers in gathering the information necessary to satisfy the issuer's factual inquiry requirement."15

  • It seems reasonable that placement agents and other compensated solicitors in a Rule 506 offering should be able to rely on the same sources of information used by the issuer in making its factual inquiry. The SEC's advice in C&DI 260.14 (discussed above), that an issuer's reliance on a certification is reasonable, should also cut in favor of a placement agent or other compensated solicitor relying on a periodic certification by any of its directors, executive officers or other officers participating in the offering, its general partner or managing member (if so structured), or any director, executive officer, or other officer participating in the offering of such general partner or managing member.

Rule 506(d)(2)(ii) Waiver of Disqualification

Since September 23, 2013, the SEC has granted a number of waivers from the disqualification provisions of Rule 506(d) upon a showing of good cause.16 The issuers and placement agents receiving waivers were subject to various SEC orders or judgments described in Rule 506(d)(1)(ii) or (iv), or, in one case, plead guilty to a felony or misdemeanor described in Rule 506(d)(1)(i). Each of those actions constituted a disqualifying event under Rule 506(d)(1). Waivers are granted under Rule 506(d)(2)(ii).

The arguments presented in the waiver requests have common themes:

  • None of the disqualifying events had to do with a Regulation D offering;
  • The applicants had already paid fines to the SEC in connection with the disqualifying events pursuant to the relevant order or judgment;
  • Some of the applicants had neither admitted nor denied the allegations in the order or judgment, or stipulated to some, but not all, of the facts therein;
  • Most of the applicants took remedial action to address the alleged behavior;
  • Disqualification from the use of Rule 506 would adversely and disproportionately affect the applicant and third parties, such as affiliates of an issuer for which Rule 506 would be unavailable and, for placement agents, potential clients/issuers contemplating Rule 506 offerings; and
  • For a period of five years from the date of the judgment or order, the applicants agreed to furnish to potential investors a written description of the judgment or order a reasonable time prior to any sale.17

In each case, the Commission granted the waiver request and did not disqualify the applicant from the use of the Rule 506 exemption.

Some large financial institutions that service hedge funds have made the argument in their waiver applications that a disqualification from future Rule 506 offerings would disproportionately harm them and their clients. Absent a waiver, these institutions would be shut out from acting as placement agents for hedge funds for which they act as placement agents. For example, one large financial institution had launched over 20 hedge funds that rely on Rule 506 for continuous offerings through that institution.18

Another large financial institution was recently barred from offering private equity and hedge fund investments to its clients. There, the bank was the victim of bad timing that caused the result of the original conduct to be bounced from what would have been just a disclosure obligation of past acts under Rule 506(e) to an outright disqualification event. The original "bad acts" occurred in 2006-2007 and had to do with selling collateralized debt obligations. The bank had reached a settlement with the SEC in 2011, which was rejected by the Southern District of New York. The Second Circuit overturned the district court in August 2014, resulting in the SEC disqualifying the bank from using Rule 506. If the district court had accepted the original settlement in 2011, which was prior to the effectiveness of the bad actor amendments, the bank would not have been disqualified and would have had to disclose the pre-effective bad acts to investors. This run of circumstances may be a factor in favor of the bank if the SEC grants a waiver from disqualification.19

At the present time, the SEC has not issued any written standards regarding waivers or what constitutes a showing of good cause. In the adopting release for the Rule 506 amendments, the SEC stated that "it would be premature to attempt to articulate standards for granting waivers, although we may consider doing so ...."20 The SEC put forth a non-exhaustive list of circumstances that could be relevant to a waiver request: "a change of control, change of supervisory personnel, absence of notice and opportunity for hearing, and relief from a permanent bar for a person who does not intend to apply to reassociate with a regulated entity ...."21

In a recent letter to The Honorable Sherrod Brown, SEC Chair Mary Jo White stated that a written policy statement regarding waivers under Rule 506 is currently under consideration by the staff, and that the staff is also completing a formal written policy setting forth the factors that it considers in determining whether good cause has been shown to grant relief from disqualifications that may arise under Regulation A, Rule 505 or 506.22

Other Regulatory Schemes – Overlap, Harmony and Dissonance

Placement agents and other compensated solicitors will have on file various forms, such as FINRA Form U4 and Form ADV, which require disclosure by their employees and others of "bad acts" similar to those that may constitute a disqualification event under Rule 506(d). As discussed in our Client Alert cited above, a review of those forms will be helpful in identifying any covered person that may be subject to a disqualification event.23 Some of the responses required by those forms, however, may sweep in past acts that would not constitute a disqualification event under Rule 506(d).24 Consequently, a respondent who provides a "yes" answer to the disclosure questions of Form U4 or Form ADV will not necessarily be disqualified from participating in a Rule 506 offering. There are also some Rule 506(d) disqualification events that are not contemplated by Form U4 or Form ADV. These differences are due to the varying regulatory objectives of the Exchange Act, the Investment Advisers Act of 1940, and the Securities Act.

In this regard, a covered person would be disqualified under Rule 506(d)(1)(i) if that person has:

been convicted, within ten years before such sale (or five years, in the case of issuers, their predecessors and affiliated issuers), of any felony or misdemeanor:

  • In connection with the purchase or sale of any security;
  • Involving the making of any false filing with the Commission; or
  • Arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment adviser, or paid solicitor of purchasers of securities.

A review of responses to Items 11A or 11B of Form ADV, or Questions 14A or 14B of Form U4, which require disclosure of criminal events, would be helpful in determining whether a covered person is subject to a disqualifying event under Rule 506(d)(1)(i). However, the disclosure items in those two forms cast a much wider net than does Rule 506(d)(1). Items 14A and 14B of Form U4 have no time limit on the requested criminal disclosure and cover, in addition to convictions, guilty pleas and pleas of no contest to any type of felony. Those items also cover felony and misdemeanor convictions, and pleas in foreign and military courts (foreign courts are specifically excluded from the scope of Rule 506(d)(1) under C&DI 260.20, as discussed above), and misdemeanors involving investments or investment-related business, or any fraud, false statements, or omissions, wrongful taking of property, bribery, perjury, forgery, counterfeiting, extortion, or conspiracy to commit any of those offenses. Item 11 of Form ADV covers the same events, but has a ten-year look-back period. Both Form U4 and Form ADV also cover being charged with any of the felonies or misdemeanors described in those items.

Item 14D(2) of Form U4, which has no counterpart in Form ADV, requests disclosure of final orders issued by various regulatory authorities. This item differs from Rule 506(d)(1)(iii) only in that a final order of the U.S. Commodity Futures Trading Commission ("CFTC") is not covered in Item 14D(2) of Form U4 and that item is open-ended in terms of past violations. Rule 506(d)(1)(iii) is limited to a ten-year look-back period. Consequently, a "yes" answer to Item 14D(2) might not constitute a disqualification event under Rule 506(d)(1)(iii), and a "no" answer might not capture a CFTC violation that would be a disqualification event. Also, a "final order" is defined somewhat differently by FINRA than in Rule 501(g).25 The SEC definition requires that the statutory authority that issued the final order provided for notice and an opportunity for a hearing.

Further, a review of responses to Form U4 and Form ADV would not pick up disqualification events covered by Rule 506(d)(1)(vii) or (viii), which cover stop orders and orders suspending the Regulation A exemption, and U.S. Postal Service false representation orders, respectively.

Rule 506 Compliance Guide

The SEC posted a small entity compliance guide that summarizes the Rule 506 disqualification rules. The guide can be found at: http://www.sec.gov/info/smallbus/secg/bad-actor-small-entity-compliance-guide.htm.

Footnotes

1 The Compliance and Disclosure Interpretations can be found at: http://www.mofo.com/~/media/Files/Articles/140915CDI2601432Rule506BadActor.pdf.

2 Release 33-9414 (July 10, 2013) (the "Adopting Release") at 67. The Adopting Release is available at: http://www.sec.gov/rules/final/2013/33-9414.pdf.

3 See C&DI 260.23

4 A detailed discussion of the types of provisions that should be added to placement agent agreements for Rule 506 offerings, and other suggested diligence actions to be conducted as part of a program to ensure compliance with Rule 506, can be found in our Client Alert at: http://media.mofo.com/files/Uploads/Images/130715-Bad-Actor-Disqualifications.pdf under "Action Items for Issuers and Placement Agents."

5 See C&DIs 260.26-27

6 See C&DI 260.16

7 See C&DI 260.18

8 See C&DI 260.20

9 See C&DI 260.25

10 See C&DI 260.28

11 See C&DIs 260.29 and 260.30

12 The SEC stated, in another C&DI, that "in order for one party to the voting agreement to be treated as having or sharing beneficial ownership of securities held by any other party to the voting agreement, evidence beyond formation of the group under [Exchange Act] Rule 13d-5(b) would need to exist." See Exchange Act Sections 13(d) and 13(g) and Regulation 13D-G Beneficial Ownership Reporting C&DI 105.06.

13 See CD&I 260.31. The beneficial ownership rules should be carefully analyzed in more complicated situations, such as determining whether investment advisers to multiple funds or to a fund of funds, or certain trusts, depending on their structure, are subject to a disqualification event.

14 See C&DI 260.17

15 Adopting Release at 68.

16 The waivers can be found at http://www.sec.gov/divisions/corpfin/cf-noaction.shtml#3b under "Section 3(b) – Rules 262 and 505 Disqualification" commencing on November 25, 2013. These waivers also covered disqualifications under Regulation A and Rule 505.

17 This disclosure is required under Rule 506(e) for bad acts that would have been disqualifications under Rule 506(d), but occurred prior to September 23, 2013. Rule 506(e) does not have a look-back limitation. Rule 262 of Regulation A and Rule 505 do not have an analogous provision.

18 See Credit Suisse AG (Feb. 21, 2014) at http://www.sec.gov/divisions/corpfin/cf-noaction/2014/credit-suisse-group-ag-022114.pdf.

19 See "Bad actor rule is a 'big deal' for hedge funds," Risk.net (Sept. 9, 2014).

20 Adopting Release at 71.

21 Id. at 72.

22 Letter from Mary Jo White, Chair of the Securities and Exchange Commission, to The Honorable Sherrod Brown (Sept. 8, 2014), available at: http://www.mofo.com/~/media/Files/Articles/140908BrownSECPolicyReWaivers.pdf.

23 The SEC pointed to these types of forms as a source of information for financial intermediaries and other market participants when assisting an issuer in satisfying its factual inquiry requirement. See the Adopting Release at 68.

24 Many of the disclosure items in Form U4 and Form ADV are identical, or substantially identical.

25 The FINRA definition of "final order" can be found at: http://www.finra.org/web/groups/industry/@ip/@comp/@regis/documents/appsupportdocs/p468051.pdf.

Because of the generality of this update, the information provided herein may not be applicable in all situations and should not be acted upon without specific legal advice based on particular situations.

© Morrison & Foerster LLP. All rights reserved

To print this article, all you need is to be registered on Mondaq.com.

Click to Login as an existing user or Register so you can print this article.

Authors
Bradley Berman
 
In association with
Related Video
Up-coming Events Search
Tools
Print
Font Size:
Translation
Channels
Mondaq on Twitter
 
Register for Access and our Free Biweekly Alert for
This service is completely free. Access 250,000 archived articles from 100+ countries and get a personalised email twice a week covering developments (and yes, our lawyers like to think you’ve read our Disclaimer).
 
Email Address
Company Name
Password
Confirm Password
Position
Mondaq Topics -- Select your Interests
 Accounting
 Anti-trust
 Commercial
 Compliance
 Consumer
 Criminal
 Employment
 Energy
 Environment
 Family
 Finance
 Government
 Healthcare
 Immigration
 Insolvency
 Insurance
 International
 IP
 Law Performance
 Law Practice
 Litigation
 Media & IT
 Privacy
 Real Estate
 Strategy
 Tax
 Technology
 Transport
 Wealth Mgt
Regions
Africa
Asia
Asia Pacific
Australasia
Canada
Caribbean
Europe
European Union
Latin America
Middle East
U.K.
United States
Worldwide Updates
Check to state you have read and
agree to our Terms and Conditions

Terms & Conditions and Privacy Statement

Mondaq.com (the Website) is owned and managed by Mondaq Ltd and as a user you are granted a non-exclusive, revocable license to access the Website under its terms and conditions of use. Your use of the Website constitutes your agreement to the following terms and conditions of use. Mondaq Ltd may terminate your use of the Website if you are in breach of these terms and conditions or if Mondaq Ltd decides to terminate your license of use for whatever reason.

Use of www.mondaq.com

You may use the Website but are required to register as a user if you wish to read the full text of the content and articles available (the Content). You may not modify, publish, transmit, transfer or sell, reproduce, create derivative works from, distribute, perform, link, display, or in any way exploit any of the Content, in whole or in part, except as expressly permitted in these terms & conditions or with the prior written consent of Mondaq Ltd. You may not use electronic or other means to extract details or information about Mondaq.com’s content, users or contributors in order to offer them any services or products which compete directly or indirectly with Mondaq Ltd’s services and products.

Disclaimer

Mondaq Ltd and/or its respective suppliers make no representations about the suitability of the information contained in the documents and related graphics published on this server for any purpose. All such documents and related graphics are provided "as is" without warranty of any kind. Mondaq Ltd and/or its respective suppliers hereby disclaim all warranties and conditions with regard to this information, including all implied warranties and conditions of merchantability, fitness for a particular purpose, title and non-infringement. In no event shall Mondaq Ltd and/or its respective suppliers be liable for any special, indirect or consequential damages or any damages whatsoever resulting from loss of use, data or profits, whether in an action of contract, negligence or other tortious action, arising out of or in connection with the use or performance of information available from this server.

The documents and related graphics published on this server could include technical inaccuracies or typographical errors. Changes are periodically added to the information herein. Mondaq Ltd and/or its respective suppliers may make improvements and/or changes in the product(s) and/or the program(s) described herein at any time.

Registration

Mondaq Ltd requires you to register and provide information that personally identifies you, including what sort of information you are interested in, for three primary purposes:

  • To allow you to personalize the Mondaq websites you are visiting.
  • To enable features such as password reminder, newsletter alerts, email a colleague, and linking from Mondaq (and its affiliate sites) to your website.
  • To produce demographic feedback for our information providers who provide information free for your use.

Mondaq (and its affiliate sites) do not sell or provide your details to third parties other than information providers. The reason we provide our information providers with this information is so that they can measure the response their articles are receiving and provide you with information about their products and services.

If you do not want us to provide your name and email address you may opt out by clicking here .

If you do not wish to receive any future announcements of products and services offered by Mondaq by clicking here .

Information Collection and Use

We require site users to register with Mondaq (and its affiliate sites) to view the free information on the site. We also collect information from our users at several different points on the websites: this is so that we can customise the sites according to individual usage, provide 'session-aware' functionality, and ensure that content is acquired and developed appropriately. This gives us an overall picture of our user profiles, which in turn shows to our Editorial Contributors the type of person they are reaching by posting articles on Mondaq (and its affiliate sites) – meaning more free content for registered users.

We are only able to provide the material on the Mondaq (and its affiliate sites) site free to site visitors because we can pass on information about the pages that users are viewing and the personal information users provide to us (e.g. email addresses) to reputable contributing firms such as law firms who author those pages. We do not sell or rent information to anyone else other than the authors of those pages, who may change from time to time. Should you wish us not to disclose your details to any of these parties, please tick the box above or tick the box marked "Opt out of Registration Information Disclosure" on the Your Profile page. We and our author organisations may only contact you via email or other means if you allow us to do so. Users can opt out of contact when they register on the site, or send an email to unsubscribe@mondaq.com with “no disclosure” in the subject heading

Mondaq News Alerts

In order to receive Mondaq News Alerts, users have to complete a separate registration form. This is a personalised service where users choose regions and topics of interest and we send it only to those users who have requested it. Users can stop receiving these Alerts by going to the Mondaq News Alerts page and deselecting all interest areas. In the same way users can amend their personal preferences to add or remove subject areas.

Cookies

A cookie is a small text file written to a user’s hard drive that contains an identifying user number. The cookies do not contain any personal information about users. We use the cookie so users do not have to log in every time they use the service and the cookie will automatically expire if you do not visit the Mondaq website (or its affiliate sites) for 12 months. We also use the cookie to personalise a user's experience of the site (for example to show information specific to a user's region). As the Mondaq sites are fully personalised and cookies are essential to its core technology the site will function unpredictably with browsers that do not support cookies - or where cookies are disabled (in these circumstances we advise you to attempt to locate the information you require elsewhere on the web). However if you are concerned about the presence of a Mondaq cookie on your machine you can also choose to expire the cookie immediately (remove it) by selecting the 'Log Off' menu option as the last thing you do when you use the site.

Some of our business partners may use cookies on our site (for example, advertisers). However, we have no access to or control over these cookies and we are not aware of any at present that do so.

Log Files

We use IP addresses to analyse trends, administer the site, track movement, and gather broad demographic information for aggregate use. IP addresses are not linked to personally identifiable information.

Links

This web site contains links to other sites. Please be aware that Mondaq (or its affiliate sites) are not responsible for the privacy practices of such other sites. We encourage our users to be aware when they leave our site and to read the privacy statements of these third party sites. This privacy statement applies solely to information collected by this Web site.

Surveys & Contests

From time-to-time our site requests information from users via surveys or contests. Participation in these surveys or contests is completely voluntary and the user therefore has a choice whether or not to disclose any information requested. Information requested may include contact information (such as name and delivery address), and demographic information (such as postcode, age level). Contact information will be used to notify the winners and award prizes. Survey information will be used for purposes of monitoring or improving the functionality of the site.

Mail-A-Friend

If a user elects to use our referral service for informing a friend about our site, we ask them for the friend’s name and email address. Mondaq stores this information and may contact the friend to invite them to register with Mondaq, but they will not be contacted more than once. The friend may contact Mondaq to request the removal of this information from our database.

Emails

From time to time Mondaq may send you emails promoting Mondaq services including new services. You may opt out of receiving such emails by clicking below.

*** If you do not wish to receive any future announcements of services offered by Mondaq you may opt out by clicking here .

Security

This website takes every reasonable precaution to protect our users’ information. When users submit sensitive information via the website, your information is protected using firewalls and other security technology. If you have any questions about the security at our website, you can send an email to webmaster@mondaq.com.

Correcting/Updating Personal Information

If a user’s personally identifiable information changes (such as postcode), or if a user no longer desires our service, we will endeavour to provide a way to correct, update or remove that user’s personal data provided to us. This can usually be done at the “Your Profile” page or by sending an email to EditorialAdvisor@mondaq.com.

Notification of Changes

If we decide to change our Terms & Conditions or Privacy Policy, we will post those changes on our site so our users are always aware of what information we collect, how we use it, and under what circumstances, if any, we disclose it. If at any point we decide to use personally identifiable information in a manner different from that stated at the time it was collected, we will notify users by way of an email. Users will have a choice as to whether or not we use their information in this different manner. We will use information in accordance with the privacy policy under which the information was collected.

How to contact Mondaq

You can contact us with comments or queries at enquiries@mondaq.com.

If for some reason you believe Mondaq Ltd. has not adhered to these principles, please notify us by e-mail at problems@mondaq.com and we will use commercially reasonable efforts to determine and correct the problem promptly.