Securities Lawyer 101 Blog The Jumpstart Our Business Startups Act (the “JOBS Act”) allows an “emerging growth company” to submit a draft of its registration statement and exhibits to the Securities and Exchange Commission (the “SEC”) on a confidential basis. This is particularly useful to companies in going public transactions who are unfamiliar with the SEC registration statement process. This... Read More
Friday, February 28, 2014
Securities Lawyer 101 Blog On February 28, 2014, the Securities and Exchange Commission (“Commission”) ordered the temporary suspension, pursuant to Section 12(k) of the Securities Exchange Act of 1934 (the “Exchange Act”), of trading in the securities of Trilliant Exploration Corp. (“Trilliant”) of New York, New York due to the lack of complete and accurate publicly available information concerning, among... Read More
Securities Lawyer 101 Blog Once the SEC staff declares a company’s Form S-1 registration statement effective in a going public transaction, the company becomes subject to Exchange Act reporting requirements even if it does not have its ticker symbol. Many issuers are not aware of the disclosure requirements that apply upon effectiveness of a Form S-1 Registration Statement. Section 16 Section 16(a) of... Read More
Securities Lawyer 101 Blog On February 13, 2014, the OTC Markets proposed amendments to its OTCQX rules. The will impact US and international companies seeking listings on the OTCQX. The OTC Markets OTCQX is the premier market tier of the OTC Markets. These proposals include changes to the rules governing OTCQX market professionals, initial eligibility standards and issuer requirements for... Read More
Deepal Wannakuwatte, 63, has been arrested and charged with operating a massive Ponzi scheme that raised over $125 million from investors who believed they were investing in a company that had valuable contracts to supply gloves to the U.S. Department of Veterans Affairs.
According to the FBI,Wannakuwatte told investors that his company, International Manufacturing Group Inc., had contracts worth $100 million a year. In reality, the Company’s revenues were approximately $25,000 a year.
On February 25, 2014, the Securities and Exchange Commission (the “SEC”) announced charges against an Arizona-based private equity fund manager and his investment advisory firm for orchestrating a scheme to misallocate their expenses to the funds they manage.
The SEC Enforcement Division alleges that Scott A. Brittenham and Clean Energy Capital LLC (CEC) improperly paid more than $3 million of the firm’s expenses by using assets from 19 private equity funds that invest in private ethanol production plants. CEC and Brittenham did not disclose any such payment arrangement in fund offering documents.
On February 26, 2014, the United States Attorney for the Southern District of Florida, and Federal Bureau of Investigation (FBI), Miami Field Office, announce that a federal jury convicted Richard Altomare, 65, of Palm Beach County, on four counts of an indictment, including one count of mail fraud and
On February 26, 2014, theUnited States Attorney for the Southern District of Florida and Federal Bureau of Investigation (FBI), announced the unsealing of an indictment charging George Louis Theodule, former resident of Wellington, Florida. Theodule was charged with multiple counts of wire fraud, securities fraud, and money laundering. Theodule was arrested on August 23, 2013, and had his initial appearance before U.S. Magistrate Judge Dave Brannon later that morning.
According to the indictment, Theodule engaged in an investment fraud or Ponzi scheme, wherein he induced individuals to invest money with his companies, Creative Capital Consortium and A Creative Capital Concepts, based upon the representation that he would be able to double their money in 90 days, primarily by trading in stock options. Theodule, the indictment alleges, targeted the Haitian community in South Florida.
Thursday, February 27, 2014
Many companies involved in going public transactions are unfamiliar with the SEC’s prospectus disclosure requirements. Under the Securities Act, issuers that
On February 25, 2014, the FBI announced that Anthonie R. Sparrow pled guilty for his role in perpetrating a $16 million securities fraud scheme that victimized hundreds of investors around the world. Sparrow was charged in December 2009 and extradited from Spain.
Sparrow pled guilty in Manhattan federal court before U.S. Magistrate Judge Debra Freeman.
Tuesday, February 25, 2014
Securities Lawyer 101 Blog On February 19, 2014, the North American Securities Administrators Association ( NASAA ) sent correspondence to the SEC in response to pending Regulation A+ proposals objecting to the SEC s preemption of state authority over small corporate offerings in its Regulation Continue reading
Sunday, February 23, 2014
Securities Lawyer 101 Blog The Sarbanes-Oxley Act, the declining U.S. economy and increasing legal, auditing and other compliance costs reduced the number of issuers electing to become Securities & Exchange Commission (“SEC”) reporting issuers, particularly in the microcap markets. With new Continue reading
Saturday, February 22, 2014
Securities Lawyer 101 Blog On Jan. 1, 2014, Florida s Revised Limited Liability Company Act ( the Florida LLC Act ) became effective. The new law will impact both new and existing Florida limited liability companies. The Florida LLC Act creates Chapter 605 of Continue reading
Friday, February 21, 2014
The Securities Attorney’s Review of Corporate Records, Stock Issuances & Shareholder Records in the Going Public Process
Securities Lawyer 101 Blog On February 21, 2014, Preet Bharara, the United States Attorney for the Southern District of New York, and George Venizelos, the Assistant Director in Charge of the New York Office of the Federal Bureau of Investigation Continue reading
Manhattan U.S. Attorney and FBI Announce Insider Trading Charges Against Former Senior Managing Director of Investment Bank
Securities Lawyer 101 Blog On February 19, 2014, Donna Levy was was sentenced to 60 years for in connection with her conviction for Conspiracy to Commit Securities Fraud and Manipulation for Hire on Counts and 66 months for Securities Fraud concerning Banneker, Continue reading
Thursday, February 20, 2014
Securities Lawyer 101 Blog On February 12, 2014, the Securities and Exchange Commission (the SEC ) announced that a Connecticut federal court entered judgments against a former Connecticut-based stock promoter, Jerry S. Williams, and two companies that he controlled, Monk s Den, Continue reading