Securities Lawyer 101 l Brenda Hamilton

Securities Lawyer 101 l Brenda Hamilton

Monday, January 27, 2014

SEC Suspends Hi Score and OLIE After Janice Shell Research Report

On January 27, 2014, the Securities and Exchange Commission ( the “SEC”) announced the temporary suspension, pursuant to Section 12(k) of the Securities Exchange Act of 1934 (the “Exchange Act”), of trading in the securities of OLIE, Inc. (“OLIE”), of Vancouver, Canada, and of Hi Score Corp. (“Hi Score”), of Sunrise, Florida, commencing at 9:30 a.m. EST on January 27, 2014, and terminating at 11:59 p.m. EST on February 7, 2014. The SEC temporarily suspended trading in OLIE and Hi Score due to a lack of current and accurate information about the companies.  It is not yet known whether the suspension will be followed by an SEC Enforcment action.

Monday, January 20, 2014

Art Scam Busted by FBI

Securities Lawyer 101 Blog On January 16, 2014,  a federal grand jury in San Jose returned a 12-count indictment charging two antique dealers with conspiracy to commit mail fraud and wire fraud, mail fraud, and wire fraud relating to a Continue reading
http://www.securitieslawyer101.com/art-scam-busted-by-fbi/

NutraFuels, Inc. Form S-1 Registration Statement Effective


http://www.securitieslawyer101.com/nutrafuel/

Raising Capital and Going Public Guide 2014


http://www.securitieslawyer101.com/going-public-2014/

Art Scam Busted by FBI


http://www.securitieslawyer101.com/art-scam-busted-by-fbi/

Friday, January 17, 2014

Regulation Crowdfund Intermediaries



Regulation Crowdfund provides for two types of intermediaries, the registered broker-
dealer and the funding portal. Broker-dealers do not need to register in order to engage
in crowdfunding offerings, but their activities in this area are governed by Regulation
Crowdfunding. Funding portals must register with the Securities and Exchange
Commission and the Financial Industry Regulatory Authority.

Issuer Interests By Intermediaries
Regulation Crowdfunding as proposed prohibits any intermediary from holding a direct or indirect
ownership of the issuer in the crowdfunded offering. The prohibition would include any 
interest in the issuer that is purely economic or financial in nature.

As such, the intermediary is prohibited from receiving an ownership interest of the issuer including shares as compensation.

SEC Addresses Rule 506 Bad Boy Provisions

On January 3, 2014, the Securities and Exchange Commission (the “SEC”) released Compliance and Disclosure Interpretations.  The release provided useful information about several topics including the JOBS Act’s recently enacted Rule 506 (c) pursuant to the JOBS Act and the bad boy disqualification provisions of Rule 506(d).
The Compliance and Disclosure Interpretations  address how issuers beneficial ownership calculations for disclosure in proxy statements and registration statements and Rule 506(d) bad boy disqualifications.

The JOBS Act For Foreign Issuers

The JOBS Act offers incentives for foreign issuers seeking to go public and enter the U.S. capital markets without filing a Form S-1 or other registration statement under the Securities Act of 1933, as amended or registering a class of securities on Form 10 under the Exchange Act. Effective September 23, 2013, as required by the JOBS Act, the SEC lifted the ban on general solicitation and advertising in private placement offerings of securities made pursuant to Rule 506(c) of Regulation D.
The JOBS Act’s new Rule 506(c) allows issuers to use general solicitation and advertising to offer and sell securities under Rule 506, provided that (i) all purchasers of the securities are made to accredited investors and (ii) the issuer takes “reasonable steps” to verify that the purchasers are accredited investors.

Regulation Crowdfund For Investors

On October 23, 2013, the Securities and Exchange Commission (the “SEC”) proposed Regulation Crowdfunding, setting forth the rules governing the offer and sale of securities through equity crowdfunded offerings, pursuant to Title III of the Jumpstart Our Business Startups Act (the “JOBS Act”).
Within days, FINRA published its proposed rules for the licensing and regulation of  “funding portals.”  The recent SEC and FINRA proposals have spurred an interest in crowdfunded securities offerings.  With equity crowdfunding under the JOBS Act coming closer to reality many investors are exploring the possibility of investing in crowdfunded offerings.  This blog post addresses the most common questions we receive about investments in crowdfunded offerings.

Regulation Crowdfunding Disclosures

Securities Lawyer 101 Blog
On October 23, 2013, the Securities and Exchange Commission (the “SEC”) proposed Regulation Crowdfund, setting forth the rules governing the offer and sale of securities through crowdfunded offerings, pursuant to Title III of the Jumpstart Our Business Startups Act (the “JOBS Act”).
Within days, FINRA published its proposed rules for the licensing and regulation of  “funding portals.”  The recent SEC and FINRA proposals have spurred an interest in crowdfunded securities offerings.  With equity crowdfunding under the JOBS Act coming closer to reality many issuers involved in going public transactions are considering Regulation Crowdfunddisclosure requirements.

Shelf Registration Statements l Going Public Bootcamp


Shelf Registration Statements l Going Public Bootcamp


A shelf registration statement allows an
issuer to register a public offering even
when there is no present intention to sell
all the securities being registered. Shelf
registrations are often used in going
public transactions by issuers registering
 securities on Form S-1.
Private companies seeking public company
status can use a Form S-1 shelf registration
to register multiple securities offerings at the
same time on a single registration statement. In going public transactions, often
issuers sell shares in reliance upon Rule 506 of Regulation D to raise seed capital,
and then register those shares by filing an S-1.

Raising Capital and Going Public Guide 2014

The SEC Recently published its guide to going public and securities laws impacting small business.  The guide is designed to assist small businesses with understanding the securities laws and going public process. The guide includes useful information about new rules and proposals under the JOBS Act relevant to small businesses and going public transactions in 2014.
There are two primary sets of federal securities laws that come into play when a company wants to offer and sell its securities and go public. These are the Securities Act of 1933 (“Securities Act”), and the  Securities Exchange Act of 1934 (“Exchange Act”).

Thursday, January 2, 2014

The Registration Statement Process

The Registration Statement Process

The Registration Statement Process

DTCC Identifies Cyber-Attacks as Significant Risk

DTCC Identifies Cyber-Attacks as Significant Risk

DTCC Identifies Cyber-Attacks as Significant Risk

DTCC Identifies Cyber-Attacks as Significant Risk

DTCC Identifies Cyber-Attacks as Significant Risk

DTCC Identifies Cyber-Attacks as Significant Risk

DTCC Identifies Cyber-Attacks as Significant Risk

DTCC Identifies Cyber-Attacks as Significant Risk

Crowdfunding 101 Q & A

Crowdfunding 101 Q & A

Crowdfunding 101 Q & A