Amin Consulting LLC

Regulatory Wild West for Foreign Finders: Part 2

Posted on October 8, 2015 by Anonymous

Part 1 of this entry introduces the hypothetical foreign broker from Qatar, Petra Ventures, which finds GCC investors for private U.S. ventures. Petra of course prefers to avoid registering as a broker with the securities laws of both its domestic and foreign jurisdiction, considering that registration is both costly and time-intensive. Assuming Petra confirms that the GCC’s regulatory regime offers a shelter from registration for foreign finders, it must still make certain of its legal standing as an unregistered entity brokering private deals partly in the U.S.

The SEC requires brokers that transact in private securities on behalf of others to register,[i] and it includes domestic private placement agents and finders into this scheme.[ii] Commission Staff guidance defines a finder as any person who finds investors for, makes referrals to, or splits commissions with registered brokers, investment companies, or other securities issuers and intermediaries—including for private venture capital placements.[iii]

The Commission offers two registration exemptions for the activities of parties to private trades.

Regulation S Exemption

Via the Regulation S Exemption, the Commission exempts issuers, distributors, and any of their respective affiliates who offer and sale outside the United States from the registration requirements.[iv] Offers occur outside the United States if:

(1) The offer or sale is made in an offshore transaction;

(2) The issuer, distributor, or any of their affiliates make no directed selling efforts in the United States; and

(3) The purchaser of the securities (other than a distributor) certifies that it is not a U.S. citizen, and is not acquiring the securities for the account or benefit of any U.S. person. Moreover, the purchaser must agree to wait one year before reselling such securities back into the U.S.

Unfortunately, Regulation S states that nothing in its Rules obviates the need for any issuer or any other person to comply with the broker registration requirements of the Exchange Act when applicable. Though at first glance it seems the Commission carved out shelter for foreign brokers by exempting affiliates of an issuer or distributor. However, the Commission shuts the door to this potential brokers exemption by explicitly mentioning just paragraphs later that broker registration requirements remain largely in tact. Petra’s ability to rely on the Regulation S exemption is at best tenuous, and it must still search elsewhere for an appropriate regulatory shelter from registration.

Foreign Broker Exemption

The SEC generally uses a territorial approach in applying registration requirements to the international operations of foreign brokers. Under this approach, all brokers physically operating within the United States that solicit securities transactions must register with the SEC, even if their activities are directed only to foreign investors outside of the United States. Additionally, foreign brokers that operate from outside of the United States who solicit U.S. investors through using the instrumentalities of interstate commerce must register.[v]

However, the Commission does provide a narrow exemption for foreign brokers who 1) operate outside the U.S., and 2) solicit exclusively to foreign entities. The Commission defines a foreign broker as any non U.S.-resident person whose securities activities, if conducted in the United States, would be described by the definition of “broker” in the Exchange Act.[vi] The Commission includes brokers temporarily present in the U.S. as well as brokers that are U.S. citizens residing abroad, into its definition of a foreign broker.[vii] Petra falls within the Commission’s definition of a foreign broker, as long as Petra maintains a substantial business presence abroad and only solicits only to foreign investors.

This Foreign Broker exemption states that a foreign broker can help U.S. investors purchase any security from foreign issuer, as long as the foreign broker transacts alongside a registered broker intermediary.[viii] Though a step in the right direction, the Foreign Broker exemption hardly fits Petra like a glove. Petra connects foreign investors to U.S issuers, rather than bring U.S. investors to foreign issuers. The language in the exemption suggests that the Commission intended to focus this exemption on transactions that bring U.S. money to foreign entities, and not the other way around. The Commission’s requirement that foreign brokers work in tandem with a U.S. registered broker as an intermediary supports this interpretation. Though both Regulation S and the Foreign Broker exemption address brokering activities within the penumbra of Petra’s business model, neither affords Petra unambiguous shelter from registration.

Persuasive secondary sources shed some light on the ambiguity of Petra’s registration requirements, stating that the SEC has not indicated that it requires registration for brokers purchasing securities in the United States and selling them to foreign investors abroad. [ix] Although the SEC could require such registration in the future, the SEC’s primary concern is the protection of American investors, not foreign.

Though the SEC has not provided an explicitly apt registration exemption for Petra Ventures, Petra may continue operating its current business model without registering as long as it complies with the following guidelines:

(1) Petra must conduct all brokering through Petra ME. Petra requires further research to determine how to appropriately separate the business activities of its two branches.

(2) Petra must only solicit non-U.S. investors, including non-U.S. Citizens temporarily in the U.S., green card holders, and foreign students.

(3) Petra ME may not even hold itself out as a broker to U.S. investors, nor may it even advertise in the United States.

(4) Petra may only solicit in the GCC region to institutional investors, government authorities, investment managers, and Petra may transact with individual investors who seek out Petra without prompting.

(5) Petra must contact a lawyer familiar with Dubai Securities Law, and conduct a more thorough understanding of this foreign regulatory system.

[i] 15 U.S.C. § 78c.

[ii] Guide to Broker-Dealer Registration, Division of Trading and Markets, SEC, April 2008, available at http://www.sec.gov/divisions/marketreg/bdguide.htm#II.

[iii] Id.

[iv] Rule 903; 17 CFR §230.903.

[v] Id. at footnote 3.

[vi] Rule 15a-6(b)(3) of the Exchange Act.

[vii] Id.

[viii] 17 CFR §240.15a-6(a)(3).

[ix] “The Regulation of Investment Management and Fiduciary Services,” 1 Reg. of Invest. Mgmt. & Fiduciary Serv. § 19:7.

Disclaimer: These materials have been prepared by Amin Consulting LLC for informational purposes only and are not legal advice. The material posted on this web site is not intended to create, and receipt of it does not constitute, a lawyer-client relationship, and readers should not act upon it without seeking professional counsel.

About Amin Consulting LLC: Amin Consulting is a uniquely positioned advisory and consulting Firm that, through our diverse team of Legal and Business experts, provides unique and niche services for Middle Eastern and United States based companies and investors. Whether you are a U.S. Company expanding in the Middle East, or a High Net Worth Family from the Middle East looking to diversify or protect its assets, you have come to the right place.

Our team is compromised of professionals with decades of collective consulting, legal, and business experience–specifically between those two regions of the world. Most of our consultants are Accredited and Licensed United States Attorneys as well as International Business Consultants. That allows us to provide, not only expert advice, but also added value through vertical integration of these often interconnected services.

For more information or a free consultation, send us a message here!

Regulatory Wild West for Foreign Finders (GCC and the Middle East): Part 1

Posted on January 25, 2015 by Anonymous

By: Jordan Lofaro*

The Securities and Exchange Commission (SEC) regulates nearly every transaction in and party to the U.S. securities industry through its exceedingly comprehensive registration process. The Commission requires public companies to register their shares for easy tracking, and advisors, brokers, finders, and associated parties to public trades must follow suit.

Registration requirements are barely less burdensome for private market players. Unlike their public counterparts, private companies are relieved of their duty to register issued stock.[i] However, The advisors, brokers, and finders for these private transactions must still register under the Commission’s complex regulatory regime. [ii] Registration is costly and time intensive, costing upwards of $10,000 and requiring over six months to complete. With three federal Acts, thousands of pages of statutory interpretation, and 80 years of experience, the SEC rarely skips a beat. The SEC offers a handful of limited exemptions and shelters for private intrastate dealers,[iii] insurance transactions, and even now equity crowd-funding.[iv] Yet the Foreign Finder finds no clear regulatory scheme charting its path, and no conclusive registration for its transnational business model.

Consider the hypothetical Petra Ventures,[v] the Qatari foreign finder that introduces the GCC’s elite network of private investors to American start-ups. With a foot in both the U.S. and the GCC, Petra must not only abide by the often unenforced registration requirements promulgated by the Securities and Commodities Authority of Dubai (SCA),[vi] but also the SEC’s foreign finder requirements. Regulatory structures in both Petra’s domestic and foreign jurisdiction leave the firm with an inconclusive understanding of its registration requirements, but Petra must nonetheless search for its definitive regulatory structure as a transnational foreign finder.

The SCA has a limited web presence poorly translated into English from Arabic, leaving anyone without a GCC Securities lawyer with no guidance. The Securities and Commodities Authority (SCA) is the governing regulatory body for securities in Dubai, UAE. Though all six GCC nations have adopted the SCA as their own regulatory body governing securities, the GCC nations have not made clear whether the SCA has transnational enforcement authority outside of the UAE. Furthermore, those states that enforce SCA regulations do so on inconsistent and opaque terms.

The SCA’s 2013 amendments to the Investment Funds Regulation offer new guidance on the registration requirements for brokers that bring securities established outside the UAE to investors from within the UAE.[vii] Article 36 of the Regulation further requires SCA approval for any promotion of interests in a Foreign Fund in the UAE, with no general exemptions available for private equity placements or for funds targets solely at sophisticated or institutional investors. Article 36 requires GCC brokers to register with the SCA further requires foreign funds to appoint a “local promoter or placement agent” when offering a foreign fund in the UAE.[viii] These transactions must bring minimum subscription amount per investor of AED 10 million (approximately US$ 2.7 million). The SCA imposes a series of obligations on local placement agents, including a duty of care in selecting a Foreign Fund, record-keeping duties, certain “know-your-client” obligations, and a duty to facilitate the exchange of ownership documents.

However, the SCA’s regulatory exemptions still provide Petra Ventures with a glimmer of clarity, and a pathway toward registration-free business dealings. GCC brokers that solicit exclusively foreign funds exclusively to certain GCC investors fall outside the scope of Article 36 entirely. Those certain investors include:[ix]

(1) UAE authorities and governments;

(2) Institutional investors;

(3) Investment managers who have authority to make investment decisions on behalf of their clients; and

(4) Deals that were initiated by UAE investors on a reverse-solicitation basis. However, brokers must keep records that prove the enquiry originated from the investor.

Through the 2013 Amendments, the SCA creates a prudent balance between maintaining retail investor protection, and promoting the UAE as an attractive financial hub for foreign fund sponsors and managers.[x] Once Petra Ventures obtains appropriate legal counsel from a securities lawyer well-versed in the UAE’s securities law, it may well confirm that it’s free to find GCC investors for U.S. ventures.

Petra may have won the domestic half of the battle, but the foreign jurisdiction’s requirements loom large. The firm must still search for the SEC’s exemption for foreign finders, or else succumb to its burden to register under the U.S.’s securities regime.

Stay tuned for Part 2 of Regulatory Wild West for Foreign Finders.

[i] 15 U.S.C. § 77(d)(a)(2).

[ii] 15 U.S.C. § 78o(a).

[iii] Id.

[iv] “Crowdfunding under the JOBS Act,” Carlton Fields Jordan Burt law blog, available at http://www.cfjblaw.com/crowdfunding-under-jobs-act/.

[v] To learn more about Petra Investments, its team, board of directors, and investment strategy, visit http://www.Petrainvestments.com.

[vi] The Comissão de Valores Mobiliários is the Securities and Exchange Commission of Brazil, with a limited web presence in Portuguese available at http://www.cvm.gov.br/ingl/indexing.asp

[vii] Board Resolution No. 36-37, Investment Funds Regulation, Securities and Commodities Authority, available at http://www.sca.gov.ae/English/legalaffairs/LegalLaws/AmendedRules/2000_1_R.pdf.

[viii] Board Resulution No. 38, Investment Funds Regulation, Securities and Commodities Authority, available at http://www.sca.gov.ae/English/legalaffairs/LegalLaws/AmendedRules/2000_1_R.pdf.

[ix] Interpretive Guidance, available at file:///C:/Users/lofaro.j/Downloads/amendments-uae-investment-funds-regulation.pdf.

[x] SCA Guidance, available at http://www.nortonrosefulbright.com/knowledge/publications/70447/update-uae-investment-funds-regulations-issued.

For more information or a free consultation, send us a message here!

Changing Markets and New Opportunities in the GCC

Posted on January 19, 2015 by Anonymous

By: Eduardo Gonzalez

The GCC equity market experienced what many are calling a rollercoaster ride caused by recent market corrections in oil prices at the end of 2014. The recent developments, however, also resulted in more attractive valuations of well managed oil companies that have helped retain market confidence and reports indicate the 2015 market looks promising for investors. While oil will continue to account for a large portion of GCC revenues, the volatility in emerging-market currencies will create a shift in the market psychology of the region, and consequently the region will be poised to open its borders to economic competition in other non-oil sectors.

Domestic Sovereign Wealth Investment in Other Sectors: Long-term instability in the oil market will likely cause problems for the GCC’s economic outlook, but the region’s sovereign wealth funds indicate it is well prepared to compensate for the decline in oil revenues. Collectively, the region accounts for 37 percent of the world’s sovereign wealth funds, creating an opportunity for GCC investors to generate growth in sectors the GCC has not traditionally targeted. Many argue that sovereign funds will be the drivers of economic development in the region—in particular, the region’s focus on education and real estate indicates a push to leverage human capacity. Sovereign funds will play an increasingly important role in determining the regions economic trajectory, and taking into the account the surrounding area’s financial trends will ensure investors make the best possible decisions.

Increasing Foreign Investment: Continued free trade agreement (FTA) negotiations with the Association of Southeast Asian Nations (ASEAN), China, Australia, and Europe will allow the region to benefit from more open trade borders and establish strategic partnerships with regions that excel in areas the GCC is targeting. An FTA with Singapore, for example, went into effect at the start of this year that illustrates a commitment to enhancing bilateral trade between the two regions. Ongoing talks with nearby economies will streamline the trade of goods and services, and expand the GCC’s capacity for growth. In effect, the declining profitability of oil may actually accelerate economic reform that could remove restrictions on foreign investment and generate opportunities for the GCC to address its regional challenges.

Domestic Development via Bolstering Human Capital: The GCC will experience two catalysts in 2015 that will increase growth in non-oil sectors: the first is the UAE’s and Qatar’s upgrade to emerging market status in 2014. These states will receive a great deal of attention from foreign investors—that view ‘emerging market status’ as the “Wild Wild West of investing”—and may become critical elements to the GCC’s success across different sectors in the coming years. As the region’s markets become more flexible there will be increasing opportunities for the GCC to guide investments into areas it has traditionally left out. In fact, many argue that the booming markets will be most profitable through diversified approaches. This reality highlights the second factor to watch this year: the region’s focus on increasing human capital. Dubai, for example, struggles to attract expatriates because of rising living costs, and the residential markets in both Dubai and Abu Dhabi have experienced a growing ‘supply and demand’ imbalance. This indicates a low rate of middle class nationals seeking to establish professional networks in a region experiencing infrastructure growth in all sectors. Dubai responded to this mismatch by focusing on improving the quality of education and working with foreign investors to provide first-class education systems that compete with nearby regions. Similar approaches will help the GCC retain skilled nationals and attract highly capable professional that will improve demographic imbalances across the MENA region.

The GCC is prepared to see a great deal of success in 2015, but the region will need to maneuver its efforts to work against a reliance on oil and towards development in other sectors. The GCC expects increased investment across all economic sectors as it relinquishes restrictions on foreign trade; and the region has the opportunity to strategically plan infrastructure developments to retain regional talent. The GCC has the means and resources to maintain its position as one of the most attractive regions for the tech-boom and it will do so by becoming a leader in modern standards.

For more information or a free consultation, send us a message here!

GCC Moves Closer to a Unified Trade Mark Law

Posted on January 5, 2015January 13, 2015 by Anonymous

By: Eduardo Gonzalez

This year saw three states—Saudi Arabia, Bahrain, and Qatar—ratify the revised version of the Trade Mark Law of the Gulf Cooperation Council (GCC) initially published in 2006. The revised draft was released in February 2014 after being placed on hold in 2006 to renegotiate some of its provisions and its success in 2015 will depend on the three remaining states following suite.

The GCC Trade Mark Law is intended to apply to all six of the GCC states and seeks to provide a unifying law, rather than a unitary system, to protect the area’s trademarks. Instead of providing a standardized system for each state to abide by, the revised Law provides a “single set of provisions which will apply uniformly across all GCC states with respect to the registrability, registration and enforcement of trademark rights.” Although each state will need to model its own process, thereby requiring registration of a mark in each state to benefit from protection throughout the GCC region, the general principles to obtain a valid trademark will remain the same. Some of the key provisions include: the codified definition of what can be considered a trade mark, multi-filing provisions, examination and opposition processes, protection of well known marks, infringement claims, exclusivity provisions, and parallel imports. See also, GCC Trademark Law Coming Soon. These provisions will make litigation much more streamline and ensure that an owner of a mark is able to fully enjoy investment in their brand.

The Law itself is not self-enacting, however, and only three states have taken steps to ensure the law is given legislative weight. While the remaining states are expected to adopt the Law soon, the reality of Trade Mark Law in the GCC depends on each state taking legislative action to implement the unifying provisions. Passage of the GCC Trade Mark Law will no doubt improve the experience of many budding entrepreneurs, making their branding process more competitive, efficient, and predictable. Much of this success will be determined by interpretation and practical application; in order for the Law to make a real difference, the provisions will need to be treated in ways that promote the purpose of trademarks—to protect the source and the consumer of a commercial brand.

One immediate application for uniform trademark laws is to protect the efforts of a business owner to build their reputation in a market. In this way a consumer is also protected from inaccuracies in the information they receive from the goods they purchase. If, for example, a competing company were using brand similar to a successful venture in order to attract their rival’s customers in one part of the GCC, the senior user—the first person to register or use the logo—would be able to stop the company from continuing to unfairly benefit. While infringement cases are much more complicated than that, the message remains the same: a more unified system of recognizing and obtaining valid trademarks is a step towards protecting both consumers and entrepreneurs. Without a unified method of identifying valid trade marks—especially in an area experiencing a significant boom in their economy—you might well run into a scenario where a business owner in one state claims rights over a unique sound that is excluded from the definition of a trade mark in another state, thereby causing a contradiction in practice. And as a consumer, it is important to have the opportunity to rely on the brand’s honesty; as foreign investment continues to grow in the digital-tech age, there will be an increased pressure to monitor and evaluate intellectual property protections and other laws that promote responsible innovation in the GCC.

Disclaimer: These materials have been prepared by Amin Consulting LLC for informational purposes only and are not legal advice. The material posted on this web site is not intended to create, and receipt of it does not constitute, a lawyer-client relationship, and readers should not act upon it without seeking professional counsel.

EB-5 CLIENT ADVISORY: EB-5 Visa Quota Cap has been Reached! Implications for Future EB-5 Investors; EB-5 Prospective Investors; and Project Developers

Posted on August 29, 2014 by Anonymous

By Wassem Amin

According to a Senior Department of State Official, effective immediately and until the end of FY14, there are no EB-5 visas left in the 10,000 annual allotment.

Back in February, in a blog titled “EB-5 Chinese Quota Retrogression: Analysis and Potential Impact and Solutions,” I discussed the potential repercussion and immediate negative impact that would happen when EB-5 Investor Application application surging past the annual !0,000 numerical cap imposed by Congress. Presciently, I stated that:

Absent Congressional action, the prospect of EB-5 petitions exceeding the annual 10,000 allotment is inevitable. Once that quota is met, the per country limits will result in visa retrogression for Chinese investors, delaying their ability to obtain an immigrant visa by at least a year or more, in addition to the time it takes to process the I-526.

That statement was on February 4th, 2014 and a few days later, the possibility of the quota being reached became an absolute certainty, rather than a probability. On February 12, 2014, the Canadian Government announce that it is shutting down its Immigrant Investor Program, effective that same day, and an estimated 45,000 Chinese Investors will be denied and receive the funds they invested.

Potential Implications

In the long-term, the delay and complications of EB-5 processing will result in Chinese investors looking to other countries that actively compete for foreign investors, including Australia, Canada, and the United Kingdom. Retrogression adds further strains on the EB-5 program which has already been plagued by extraordinarily slow processing times and delays by USCIS. Faced with the prospect of waiting two or more years before being able to immigrate to the United States, a Chinese investor may decide to immigrate elsewhere. Other countries will surely capitalize on visa retrogression to draw away potential investors.

In addition, the Chinese retrogression creates a significant conflict of interest between project developers, Chinese investors and immigration agents. It also raises new ethical issues for an attorney representing the project developer or the Chinese investor.

From an investor’s perspective, an investor with children who are reaching the age of 21 may have incentives to delay the approval of the I-526 as long as possible. Under the Child Status Protection Act (“CSPA”), commonly known as the “age-out provisions,” a child can immigrate as a beneficiary of a parent’s immigration application until he or she turns 21. The CSPA freezes the age of children who are derivative beneficiaries of an I-526 petition while the petition is pending, but not once the petition is approved and awaiting the quota to become available for an immigrant visa. This benefits a Chinese investor whose children are close to aging out. Thus, it will be their benefit to delay the I-526 approval as long as possible.

From a Regional Center or project developer’s perspective, job creation projections and capital redemption timelines will be directly impacted by retrogression. Capital redemption, or the investor’s exit strategy, is, essentially, the time period before which the investor can have his capital returned. A protracted visa immigrant visa availability will tie up the investment money for a longer period of time. Although that may seem like a benefit to the project developer, most current EB-5 investments provide for an exit strategy in which the developer sells or refinances the business, using the proceeds to repay investors. A delay in visa availability will delay the developer’s ability to do so–since an investor cannot redeem capital before the approval of an I-829, which is the petition to remove conditions on investor’s permanent resident card.

Another potential implication is whether such a delay would impact the developer’s ability to access investor funds. In a typical investment through a Regional Center, the investor’s capital is held in an escrow account until the approval of the I-526, at which point the funds are released to the developer. Previously, an I-526 approval typically meant that the investor would be able to immigrate to the United States (or adjust their status) shortly thereafter because an immigrant visa was always available. However, visa retrogression will delay that process by a significant period of time. An investor, therefore, may dictate that the funds be held in escrow until a visa becomes available, not simply until the I-526 is approved. Without alternate financing, this delay could essentially result in an inability to proceed with a project’s development and, ultimate failure.

From an attorney’s perspective, counsel for a Regional Center must recognize the additional securities disclosures that may result from visa retrogression. Specifically, new risk factors for offering documents or Private Placement Memoranda would need to be disclosed. Similarly, counsel for an investor would need to highlight the possible implications to their client.

Solutions and Proposals

Bridge Financing

However, the growth in EB-5 financing market has the creation of spurred specialized loan companies that address this very issue. There are now several companies that provide specialized EB-5 bridge loans which allow a developer access to all or some of its anticipated capital.

Bridge or interim financing provides the opportunity for EB-5 project developers to take out short term financing to help construct and develop the project, then the EB-5 capital, as it is received, may replace that short term financing yet still receive credit for job creation by USCIS.

Moreover, in its latest Policy Memorandum, USCIS has specifically indicated that such financial arrangements are allowed in the EB-5 context. In a May 20, 2013 Adjudications Policy Memorandum, USCIS stated, in pertinent part:

It is acceptable for the developer or the principal of the new commercial enterprise, either directly or through a separate job-creating entity, to utilize interim, temporary or bridge financing – in the form of either debt or equity – prior to receipt of EB-5 capital. If the project commences based on the bridge financing prior to the receipt of the EB-5 capital and subsequently replaces it with EB-5 capital, the new commercial enterprise still gets credit for the job creation [arguably the main requirement of the EB-5 program] under the regulations….Developers should not be precluded from using EB-5 capital as an alternative source to replace temporary financing simply because it was not contemplated prior to obtaining the bridge or temporary financing.

Tapping Alternative Markets – Tapping the Middle East Market

Prudent project developers and Regional Centers should hedge the risk of any impact a shortage in Chinese investors may cause. Since over 80% of EB-5 investors are from China, even a small decrease in the number of investors may have an significant impact. Creating an alternative pipeline of EB-5 investors from different regions is the key to ensuring continued and sustained growth in the EB-5 Program. As a Firm with extensive experience in the Middle East. representing Institutional Investors, Private High Net Worth Investors, and advising on fiscal policy matter for government officials, we have the unique position to facilitate the expansion of an EB-5 Market throughout the Middle East,

[1] Wassem M. Amin, Esq., MBA is an Associate Attorney at Dhar Law LLP in Boston, MA and is the Vice Chairman of the Middle East Division of the American Bar Association. Wassem has extensive experience in the Middle East region, having worked as a consultant in the area for over 9 years. Wassem currently concentrates his practice on Corporate Law, Business Immigration and International Business Transactions. He has advised countless Eb-5 Investors and assisted developers in structuring USCIS-compliant EB-5 Regional Centers as well as sourcing investors throughout the Middle East.

Wassem is also the Vice-Chairman of the MIddle East Comittee of the ABA; Vice-Chairman of the International Commercial Transactions Division; as well as a Board Member on the Regent Board of the ABA’s Immigration Policy

For more information, please visit the About Us page or request more information on our Contact Us page.

Disclaimer: These materials have been prepared by Wassem M. Amin, Esq. for informational purposes only and are not legal advice. The material posted on this web site is not intended to create, and receipt of it does not constitute, a lawyer-client relationship, and readers should not act upon it without seeking professional counsel.

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