Securities Lawyer 101 l Brenda Hamilton

Securities Lawyer 101 l Brenda Hamilton

Thursday, August 28, 2014

Rule 144′s Current Public Information Requirement


Going Public LawyerSecurities Lawyer 101 Blog Rule 144 of the Securities Act provides a safe harbor from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”) for resales of restricted and control securities if specified conditions are met.  One of the requirements of Rule 144 is that the issuer have current public information available to the public... Read MoreGoing Public Lawyer
http://www.securitieslawyer101.com/2014/rule-144s-current-public-information-requirement/

Private Placement Memorandums 101


Going Public LawyerA private placement memorandum (“PPM”) is also referred to as a confidential offering circular or memorandum. PPM’s are used by private companies  in going public transactions and by existing public companies to raise capital by selling either debt or equity in an exempt offering such as Rule 506 of Regulation D.  PPM disclosures vary depending on a couple of factors including... Read MoreGoing Public Lawyer
http://www.securitieslawyer101.com/2014/private-placement-memorandum/

What Disclosure Is Really Required For Investor Relations Firms?


We are often contacted by investors, stock promoters and investor relations firms after the SEC or DOJ brings an action against stock promoters.  We are asked a myriad of questions about the disclosures that must be provided in promotional websites,...
http://www.securitieslawyer101.com/2014/disclosure-stock-promoters/

Wednesday, August 27, 2014

Investor Relations Firm Employee Indicted – Posted by Brenda Hamilton Securities Lawyer


Going Public LawyerSecurities Law Blog On August 26, 2014, the U.S. Attorney’s Office for the Southern District of New York announced charges against Michael Anthony Dupre Lucarelli. Lucarelli is charged with 13 counts of criminal insider trading over his alleged scheme to trade on announcements in impending news releases in the days before they were made public.   According to the allegations, Lucarelli... Read MoreGoing Public Lawyer
http://www.securitieslawyer101.com/2014/investor-relations-provider-indicted/

FINRA Proposes Pilot Program to Widen Tick Sizes


On August 27, 2014, the Securities and Exchange Commission (the "SEC") announced that the national securities exchanges and the Financial Industry Regulatory Authority ("FINRA") filed a proposal to establish a national market system plan to implement...
http://www.securitieslawyer101.com/2014/finra-proposes-pilot-program-widen-tick-sizes/

Investor Relations Firm Employee Indicted - Posted by Brenda Hamilton Securities Lawyer


Securities Law Blog On August 26, 2014, the U.S. Attorney’s Office for the Southern District of New York announced charges against Michael Anthony Dupre Lucarelli. Lucarelli is charged with 13 counts of criminal insider trading over his alleged s...
http://www.securitieslawyer101.com/2014/investor-relations-provider-indicted/

Tuesday, August 26, 2014

FINRA Issues Viral Disease Stock Scam Alert


Going Public LawyerSecurities Lawyer 101 Blog Keep your portfolio quarantined from potential viral disease investment scams. If history is a guide, dramatic news coverage of viral outbreaks, including Ebola and Middle East Respiratory Syndrome (MERS), will likely catch the interest of stock scammers looking to capitalize on fears of a potential pandemic. Don t fall for the hype. FINRA is issuing this Alert... Read MoreGoing Public Lawyer
http://www.securitieslawyer101.com/2014/finra-issues-viral-disease-stock-scam-alert/

Thursday, August 21, 2014

Social Media and Being Publicly Traded


Securities Lawyer 101 Blog Publicly traded companies are increasingly using their company websites and the social media to communicate information to the public.  Investors are increasingly turning to electronic media as a principal source of infor...
http://www.securitieslawyer101.com/2014/social-medias-impact-on-public-companies/

Monday, August 18, 2014

Preparing and Filing SEC Form D


Securities Law Blog Regulation D under the Securities Act of 1933, as amended (the “Securities Act”) provides exemptions that permit a company to offer and sell its securities without complying with the registration statement requirements of the...
http://www.securitieslawyer101.com/2014/preparing-filing-sec-form-d/

Sunday, August 17, 2014

Exempt Direct Public Offering Insights


Going Public LawyerSecurities Lawyer 101 Blog One of the most important aspects of the going public process involves deciding the terms of the offering that will be presented to investors.  The terms of a company s offering could have future impacts on your business.  Investors want to know they will an exit strategy in the future and this can be accomplished a number... Read MoreGoing Public Lawyer
http://www.securitieslawyer101.com/2014/exempt-direct-public-offering/

Reefer Madness Continues As More Are Indicted In Pot Stock Scams


Securities Lawyer 101 Blog On August 5, 2014, the Attorney’s Office for the Western District of Washington announced criminal charges against Mikhail Galas, Alexander Hawatmeh, and Christopher Mrowca in connection with two heavily touted pot stock...
http://www.securitieslawyer101.com/2014/reefer-madness-pot-stock-scam/

Going Public Attorneys – Hamilton & Associates Law Group


Going Public LawyerGoing public is a big step for any company.   The process of “going public” is complex and at times precarious. While going public offers many benefits it also comes with risks and quantities ofregulations with which issuers must become familiar.  Despite the risks even in a down economy, the U.S. market remains one of the most attractive sources of capital in the world... Read MoreGoing Public Lawyer
http://www.securitieslawyer101.com/2014/securities-registration-go-public/

Thursday, August 14, 2014

Confidential Submission of Draft SEC Registration Statements


Going Public LawyerAsk Securities Lawyer 101 l Confidential Submission of SEC Registration Statements 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 blog posts addresses the common questions we receive... Read MoreGoing Public Lawyer
http://www.securitieslawyer101.com/2014/confidential-registration-statements/

SEC Obtains Judgments Against Danny Garber and Michael Manis


Going Public LawyerSecurities Lawyer 101 Blog On August 13, 2015, the Securities and Exchange Commission announced settlements and final judgments were entered against Danny Garber, Michael Manis, Kenneth Yellin, Jordan Feinstein, and certain entity defendants in SEC v. Garber et al., 12-cv-9339 (SAS) (S.D.N.Y.).  The SEC s Complaint alleges that the defendants violated Section 5 of the Securities Act of 1933, by purchasing... Read MoreGoing Public Lawyer
http://www.securitieslawyer101.com/2014/sec-obtains-judgments-danny-garber-michael-manis/

Confidential Submission of Draft SEC Registration Statements l Ask Securities Lawyer 101


Ask Securities Lawyer 101 l Confidential Submission of SEC Registration Statements 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 stateme...
http://www.securitieslawyer101.com/2014/confidential-registration-statements/

Confidential Submission of Draft SEC Registration Statements l Ask Securities Lawyer 101


Ask Securities Lawyer 101 l Confidential Submission of SEC Registration Statements 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 stateme...
http://www.securitieslawyer101.com/2014/confidential-registration-statements/

Section 16 Reporting & Going Public Transactions


Securities Lawyer 101 Blog Once the SEC staff declares a company’sForm 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 ...
http://www.securitieslawyer101.com/2014/section-16-reporting-going-public/

EB-5 Source of Funds Requirement


Securities Lawyer 101 Blog The EB-5 visa program grants foreign investors a green card for themselves and their immediate family in exchange for a capital investment of at least $500,000 in a qualified U.S. business enterprise.  To qualify under t...
http://www.securitieslawyer101.com/2014/eb-5-program/

Monday, August 11, 2014

Reefer Madness Continues As More Are Indicted In Pot Stock Scams


Securities Lawyer 101 Blog On August 5, 2014, the Attorney’s Office for the Western District of Washington announced criminal charges against Mikhail Galas, Alexander Hawatmeh, and Christopher Mrowca in connection with two heavily touted pot stock...
http://www.securitieslawyer101.com/reefer-madness-pot-stock-scam/

Corporate Hijackings During The Going Public Process


Securities Lawyer 101 Blog Corporate hijackings, also known as corporate identity theft, of public shell companies have been a problem for more than a decade. Hijackings are increasingly used by fraudsters to acquire control of publicly traded shell...
http://www.securitieslawyer101.com/corporate-hijackings-going-public/

Sunday, August 10, 2014

Corporate Hijackings During The Going Public Process


Securities Lawyer 101 Blog Corporate hijackings, also known as corporate identity theft, of public shell companies has been around for more than a decade. It is a growing method used by fraudsters to acquire control of publicly traded shell compani...
http://www.securitieslawyer101.com/corporate-hijackings-going-public/

Saturday, August 9, 2014

Reefer Madness Continues As More Are Indicted In Pot Stock Scams


Going Public LawyerSecurities Lawyer 101 Blog On August 5, 2014, the Attorney’s Office for the Western District of Washington announced criminal charges against Mikhail Galas, Alexander Hawatmeh, and Christopher Mrowca in connection with heavily touted pot stocks, Growlife and Hemp, Inc. According to the FBI, the three men manipulated penny stocks, and then laundered the proceeds by purchasing precious metals. They we... Read MoreGoing Public Lawyer
http://www.securitieslawyer101.com/reefer-madness-pot-stock-scam/

Crucible Capital and Chuck Moore Indicted for Obstructing SEC Investigation


Going Public LawyerOn August 9, 2014, the Securities and Exchange Commission (the “SEC”) announced charges against Chuck Moore and Crucible Capital Group, a New York-based brokerage firm for allegedly violating net capital requirements and falsifying books and records to conceal the capital deficiencies.  The SEC’s Division of Enforcement alleges that Charles “Chuck” Moore and Crucible Capital Group attempted to disguise the firm’s... Read MoreGoing Public Lawyer
http://www.securitieslawyer101.com/chuck-moore/

Court Awards SEC Judgments Of Almost $70 Million Against Defendants


Going Public LawyerSecurities Law Blog On August 9, 2014, the SEC announced that the U.S. District Court for the Eastern District of Tennessee issued final SEC judgments against AIC, Inc., Community Bankers Securities, LLC, and Nicholas D. Skaltsounis and Relief Defendants Allied Beacon Partners, Inc. (f/k/a Waterford Investor Services, Inc.), Advent Securities, Inc., and CL Wealth Management, LLC (f/k/a Allied Beacon Wealth... Read MoreGoing Public Lawyer
http://www.securitieslawyer101.com/sec-judgments-of-almost-70-million/

SEC Charges Julian Brown and Bahamian Brokerage Firm, Alliance Investment Management


Going Public LawyerSecurities Law Blog On August, 8, 2014, the Securities and Exchange Commission (the “SEC”) announced charges against Julian Brown and his firm Alliance Investment Management Limited (AIM).  According to the SEC allegations, Julian Brown purported to be the custodian for assets under the management of Nikolai Battoo. The SEC obtained a court-ordered freeze over Battoo s assets after charging him in... Read MoreGoing Public Lawyer
http://www.securitieslawyer101.com/sec-charges-julian-brown-bahamian-brokerage-firm-alliance-investment-management/

Friday, August 8, 2014

Getting Skin in the Game: How to Provide Stock Compensation to Employees


Going Public LawyerBy: Todd Feinstein, Securities Attorney Providing common stock to employees is likely to raise their loyalty to the company because, as a stockholder, they have skin in the game and should want to see the company succeed and their investment grow. We provide a general overview of paying employees with stock compensation and discuss the potential tax affects stock based... Read MoreGoing Public Lawyer
http://www.securitieslawyer101.com/stock-compensation/

Getting Skin in the Game: How to Provide Stock Compensation to Employees


Going Public LawyerBy: Todd Feinstein, Securities Attorney Providing stock to employees is likely to raise their loyalty to the company because, as a stockholder, they have skin in the game and should want to see the company succeed and their investment grow. We provide a general overview of paying employees with stock and discuss the potential tax affects stock based compensation can... Read MoreGoing Public Lawyer
http://www.securitieslawyer101.com/getting-skin-game-provide-stock-compensation-employees/

Oh the Place You Will Go When Going Public


Oh the Places You'll Go - Understanding the Going Public Process The going public process involves a myriad of rules and regulations that issuers must consider before structuring their transactions. While going public offers many benefits it al...
http://www.securitieslawyer101.com/going-public-process/

Thursday, August 7, 2014

Prospectus Disclosure Requirements in Going Public Transactions


Going Public Lawyer
http://www.securitieslawyer101.com/prospectus-disclosure/

Seed Stockholders l Going Public l Securities Lawyer 101


Securities Lawyer 101 Blog The going public process involves a number of steps that vary depending on the characteristics of the private company wishing to go public, and whether it will become a Securities and Exchange Commission ("SEC") reporting ...
http://www.securitieslawyer101.com/seed-stockholders/

Wednesday, August 6, 2014

Officer and Director Disclosure of Background Matters


Going Public LawyerSecurities Lawyer 101 Blog The securities laws require that public companies provide disclosure about the backgrounds of its officers and directors and describe certain material information that is “material to an evaluation of the ability or integrity of any director, person nominated to become a director or executive officer of the company.  Additionally, companies must consider their obligation to disclose... Read MoreGoing Public Lawyer
http://www.securitieslawyer101.com/officer-director-disclosures/

SEC Comment and Review Process l Going Public Bootcamp


Securities Lawyer 101 Blog The Securities and Exchange Commission's (the "SEC's") Division of Corporation Finance reviews filings including registration statements filed pursuant to the Securities Act of 1933, as amended (the "Securities Act"), and ...
http://www.securitieslawyer101.com/sec-comment/

Can I Raise Money From Investors Who Are Not “Accredited Investors”? Introducing The Slo-PO Method


 Securities Law Blog A question we frequently receive from entrepreneurs raising capital for the first time is whether can raise money from people who do not meet the U.S. Securities and Exchange Commission ("SEC") definition of an “accredited in...
http://www.securitieslawyer101.com/accredited-investors-slow-po/

CAN I RAISE MONEY FROM INVESTORS WHO ARE NOT “ACCREDITED INVESTORS”? INTRODUCING THE SLO-PO METHOD


 Securities Law Blog A question we frequently receive from entrepreneurs raising capital for the first time is whether can raise money from people who do not meet the U.S. Securities and Exchange Commission ("SEC") definition of an “accredited in...
http://www.securitieslawyer101.com/accredited-investors-slow-po/

CAN I RAISE MONEY FROM INVESTORS WHO ARE NOT “ACCREDITED INVESTORS”? INTRODUCING THE SLO-PO METHOD


 Securities Law Blog A question we frequently receive from entrepreneurs raising capital for the first time is whether can raise money from people who do not meet the U.S. Securities and Exchange Commission ("SEC") definition of an “accredited in...
http://www.securitieslawyer101.com/accredited-investors-slow-po/

Going Public For Foreign Private Issuers


Securities Lawyer 101 Blog  The securities laws provide numerous benefits to issuers who qualify as foreign private issuers. Among those benefits are reduced disclosure obligations and relaxed financial statement requirements. Qualification as...
http://www.securitieslawyer101.com/going-public-foreign-private-issuer/

The Registration Statement Quiet Period l Going Public Bootcamp


Securities Lawyer 101 Blog Companies going public by filing a registration statement on Form S-1 are often unaware of the securities laws that apply to the "quiet period" of the Securities and Exchange Commission ("SEC"). The federal securities laws...
http://www.securitieslawyer101.com/quiet-period/

Due Diligence in The Form S-1 Registration Statement Process l Going Public Bootcamp


Securities Lawyer 101 Blog Private companies in going public transactions seeking to have their securities quoted on the OTC Markets OTCQB must first become reporting with the Securities and Exchange Commission (the "SEC"). This is typically accompl...
http://www.securitieslawyer101.com/registration-statements/

Tuesday, August 5, 2014

Investor Relations Providers Indicted For Growlife and Hemp, Inc. Pumps


Three investor relations providers have been indicted for manipulating the securities of several microcap companies, including two marijuana-related stocks, Growlife and Hemp, Inc.   According to the allegations, the four promoters bought inexpen...
http://www.securitieslawyer101.com/investor-relations-growlife-hemp/

Social Media’s Impact on Public Companies


Going Public LawyerSecurities Lawyer 101 Blog Publicly traded companies are increasingly using their company websites and the social media to communicate information to the public.  Investors are increasingly turning to electronic media as a principal source of information about publicly traded companies. In 2000, the SEC adopted Regulation FD under the Securities Exchange Act of 1934 to address selective disclosure of information by... Read MoreGoing Public Lawyer
http://www.securitieslawyer101.com/social-medias-impact-on-public-companies/

Rule 147 l The Intrastate Exemption


Going Public LawyerSecurities Lawyer 101 Blog Section 3(a)(11) of the Securities Act of 1933, as amended (the “Securities Act”), is generally known as the intrastate offering exemption.  It provides an exemption from the registration requirements of the Securities Act for “any security which is a part of an issue offered and sold only to persons who reside in a single State or Territory, where the... Read MoreGoing Public Lawyer
http://www.securitieslawyer101.com/rule-147/

Monday, August 4, 2014

Feds Use Receivership Shell And Informant In Sting


The Securities and Exchange Commission (the "SEC"), the U.S. Attorney for the District of Massachusetts, and the Federal Bureau of Investigation have announced charges against five individuals, who the authorities allege  attempted to manipulate sh...
http://www.securitieslawyer101.com/receivership-shell/

The Emerging Growth Company & Confidential Submission of Draft Registration Statements


Securities Lawyer 101 Blog In order to qualify for many of the benefits created by Title I of the JOBS Act, an issuer must qualify as an Emerging Growth Company (“EGC”). The JOBS Act created a new disclosure standard for Initial Public Offerings...
http://www.securitieslawyer101.com/emerging-growth-company-confidential-submission-of-draft-registration-statements/

Saturday, August 2, 2014

Penny Stock Bars 101


Securities Lawyer 101 Blog The Securities & Exchange Commission has the authorization to bar an individual from certain conduct (“SEC Bar”) under the Securities Enforcement Remedies and Penny Stock Reform Act of 1990 (the “Remedies Act”)...
http://www.securitieslawyer101.com/penny-stock-bar/

State Blue Sky Laws & Securities Regulators


Going Public LawyerSecurities Lawyer 101 Blog The Securities and Exchange Commission (the SEC ) is the federal agency that regulates the securities industry.  In addition to the federal securities laws, companies must comply with state securities laws.  These state laws are often referred to as State Blue Sky Laws. Each state adopts their own individual State Blue Sky Laws laws that govern securities... Read MoreGoing Public Lawyer
http://www.securitieslawyer101.com/state-blue-sky-laws/

Going Public Benefits for Foreign Companies


Securities Lawyer 101 Blog Foreign companies seeking to raise capital often turn to the U.S. capital markets.  Foreign issuers can rely on exemption from registration or register a securities offering with the SEC. Among those benefits to foreign c...
http://www.securitieslawyer101.com/going-public-foreign-companies/

Going Public For Foreign Private Issuers


[caption id="attachment_8098" align="alignleft" width="300"] Ask Securities Lawyer 101 l Foreign Private Issuers[/caption] Securities Lawyer 101 Blog The securities laws provide numerous benefits to issuers who qualify as foreign private issuers....
http://www.securitieslawyer101.com/going-public-foreign-private-issuer/

Friday, August 1, 2014

FINRA Seeks to Make Form 211 Information Publicly Available


Going Public LawyerSecurities Lawyer 101 Blog FINRA is soliciting comment on its proposal to make publicly available through FINRA’s website a repository of Form 211 information. Firms are required to complete FINRA’s Form 211 to demonstrate compliance with the specific information review requirements under SEA Rule 15c2-11 prior to initiating a quotation in a non-exchange-listed security.  Comments to the proposals must be... Read MoreGoing Public Lawyer
http://www.securitieslawyer101.com/finra-seeks-make-form-211-information-publicly-available/

SEC Charges Minister, Thomas Lawler, With Securities Fraud


Securities Lawyer 101 Blog On August 1, 2014, the Securities and Exchange Commission (the “SEC”) filed fraud charges and sought emergency relief, against Thomas Lawler, a resident of Snellville, Georgia and a self-proclaimed minister, and his co...
http://www.securitieslawyer101.com/thomas-lawler-securities-fraud/

Oh the Place You Will Go – The Going Public Process


Going Public LawyerOh the Places You ll Go Understanding the Going Public Process The going public process involves a myriad of rules and regulations that issuers must consider before structuring their transactions. While going public offers many benefits it also comes with risks and quantities of regulations with which issuers must become familiar. Going public is a complicated process, and it is important to... Read MoreGoing Public Lawyer
http://www.securitieslawyer101.com/going-public-process/

Oh the Place You Will Go - The Going Public Process


Oh the Places You'll Go - Understanding the Going Public Process The going public process involves a myriad of rules and regulations that issuers must consider before structuring their transactions. While going public offers many benefits it al...
http://www.securitieslawyer101.com/going-public-process/