Securities Lawyer 101 l Brenda Hamilton

Securities Lawyer 101 l Brenda Hamilton

Tuesday, September 30, 2014

Form 10-K Attorneys l Securities Lawyer 101


It is that time of year and SEC reporting companies with a December 31 year end must file their annual reports on Form 10-K this month.  Form 10-K attorneys will tell you that the report is the most comprehensive of the year.   This is because Fo...
http://www.securitieslawyer101.com/2014/form-10-k-attorneys/

Monday, September 29, 2014

The Accredited Investor Exemption l Section 4(a)(5)


Securities Lawyer 101 Blog Offers and sales of securities must be either registered with the Securities andExchange Commission (the "SEC") or be exempt from registration. Section 4(a)(5) of the Securities Act of 1933, as amended exempts from th...
http://www.securitieslawyer101.com/2014/accredited-investor-exemption/

The Accredited Investor Exemption l Section 4(a)(5)


Securities Lawyer 101 Blog Offers and sales of securities must be either registered with the Securities andExchange Commission (the "SEC") or be exempt from registration. Section 4(a)(5) of the Securities Act of 1933, as amended exempts from th...
http://www.securitieslawyer101.com/2014/accredited-investor-exemption/

Sunday, September 28, 2014

The SEC’s XBRL Interactive Data l Securities Lawyer 101


Going Public LawyerSecurities Lawyer 101 Blog The use of eXtensible Business Reporting Language (XBRL) interactive data is intended to improve the accessibility of financial information to investors by making the information inexpensive and easier to use.  XBRL interactive data uses a standardized set of tags to consistently identify data in embedded text.  Issuers must identify each piece of data in its financial statements according to... Read MoreGoing Public Lawyer
http://www.securitieslawyer101.com/2014/xbrl/

The SEC’s Periodic Reporting Obligations


Going Public LawyerSecurities Lawyer 101 Blog Once the staff of the Securities and Exchange Commission ( SEC ) declares a company s registration statement on Form S-1 effective under the Securities Act of 1933, as amended (the “1933 Act”), the registration statement is in force and the company may offer and sell the registered securities described therein. At that time, the company filing the registration statement... Read MoreGoing Public Lawyer
http://www.securitieslawyer101.com/2014/sec-periodic-reporting-obligations/

The SEC's XBRL Interactive Data l Securities Lawyer 101


Securities Lawyer 101 Blog The use of eXtensible Business Reporting Language (XBRL) interactive data is intended to improve the accessibility of financial information to investors by making the information inexpensive and easier to use.  XBRL int...
http://www.securitieslawyer101.com/2014/xbrl/

The SEC's Periodic Reporting Obligations


Securities Lawyer 101 Blog Once the staff of the Securities and Exchange Commission ("SEC") declares a company's registration statement on Form S-1 effective under the Securities Act of 1933, as amended (the “1933 Act”), the registration statem...
http://www.securitieslawyer101.com/2014/sec-periodic-reporting-obligations/

Saturday, September 27, 2014

The Going Public Lawyer’s Due Diligence Review


Going Public LawyerThe securities laws require companies to disclose a myriad of facts during the going public process. These expansive disclosure requirements apply to private companies going public.  During the going public process, companies must generally provide expansive disclosures. These disclosures include information about their financial condition, business plan and operations, material risks, management, litigation and stockholders, in addition to how many shares will be... Read MoreGoing Public Lawyer
http://www.securitieslawyer101.com/2014/going-public-lawyer-review/

Raising Capital 101 – Going Public Attorneys


Going Public LawyerSecurities Lawyer 101 Going Public Blog A private or public company can raise capital in a variety of ways. Traditional sources of capital for companies include loans from financial institutions such as a bank, or from friends and family as well as receivable financing. Companies raising capital in going public transactions often do so by selling their securities prior to... Read MoreGoing Public Lawyer
http://www.securitieslawyer101.com/2014/raising-capital-attorney/

The Going Public Lawyer's Due Diligence Review


The securities laws require companies to disclose a myriad of facts during the going public process. These expansive disclosure requirements apply to private companies going public.  During the going public process, companies must generally provi...
http://www.securitieslawyer101.com/2014/going-public-lawyer-review/

Raising Capital 101 - Going Public Attorneys


Securities Lawyer 101 - Going Public Blog A private or public company can raise capital in a variety of ways. Traditional sources of capital for companies include loans from financial institutions such as a bank, or from friends and family as well ...
http://www.securitieslawyer101.com/2014/raising-capital-attorney/

Shelf Registration Statements l Going Public Bootcamp


Securities Lawyer 101 Blog 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 registration statements are often used in going publi...
http://www.securitieslawyer101.com/2014/shelf-registration-statement-going-public/

How Small Is a Smaller Reporting Company?


Securities Lawyer 101 Blog The Securities and Exchange Commission (the "SEC") adopted a system of disclosure rules for issuers who fall into the category of a smaller reporting company.   The “smaller reporting company” category includes gene...
http://www.securitieslawyer101.com/2014/smaller-reporting-company/

Friday, September 26, 2014

What Is Required In a Form S-1 Registration Statement?


Securities Lawyer 101 Form S-1 registration statements are the most commonly used registration statement form.  It allows issuers to register various types of offerings and the form can be used by both public and private companies engaged in going...
http://www.securitieslawyer101.com/2014/form-s-1-registration-statement-requirements/

Section 15-d Reporting l Securities Lawyer 101


Securities Lawyer 101 Blog Upon completion of a going public transaction, an issuer that has registered equity or debt securities in an initial or direct public offering registered on Form S-1 under the Securities Act of 1933, as amended (the “S...
http://www.securitieslawyer101.com/2014/section-15-d-reporting/

Thursday, September 25, 2014

Oh the Places 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/2014/going-public-process/

Form 8-A Registration Statements l Securities Lawyer 101


Securities Lawyer 101 Blog Form 8-A is a shortened type of securities registration statement under the Securities Exchange Act of 1934, (the “Exchange Act”) that registers a class of an issuer’s securities.  Form 8-A requires disclosure of ge...
http://www.securitieslawyer101.com/2014/form-8-a/

Form 8-A Registration Statements l Securities Lawyer 101


Securities Lawyer 101 Blog Form 8-A is a shortened type of securities registration statement under the Securities Exchange Act of 1934, (the “Exchange Act”) that registers a class of an issuer’s securities.  Form 8-A requires disclosure of ge...
http://www.securitieslawyer101.com/2014/form-8-a-registration-statements/

Form 8-A Registration Statements l Securities Lawyer 101


Securities Lawyer 101 Blog Form 8-A is a shortened type of securities registration statement under the Securities Exchange Act of 1934, (the “Exchange Act”) that registers a class of an issuer’s securities.  Form 8-A requires disclosure of ge...
http://www.securitieslawyer101.com/2014/form-8-a/

How Foreign Issuers Go Public in the U.S.


Securities Lawyer 101 Blog Typically, foreign companies seeking to raise capital attempt to obtain public company status.  Foreign companies that go public in the U.S. may complete a public offering by registering securities with the Securities an...
http://www.securitieslawyer101.com/2014/go-public-foreign-issuers/

Form 10-K Exhibits l By Brenda Hamilton Securities Lawyer


Securities Lawyer 101 Blog Some of the most valuable sources of information about a public company are Form 10-K exhibits. Item 601 of Regulation S-K identifies the documents to be filed as exhibits.  Issuers are often unclear about the requirement...
http://www.securitieslawyer101.com/2014/form-10-k-exhibits/

Wednesday, September 24, 2014

Selling Stockholder Disclosures in Form S-1 Registration Statements


Securities Lawyer 101 Blog Companies going public have a variety of structures for their transactions. Companies can go public using an initial public or direct public offering.  They can obtain their shareholders by selling stock in an initial pub...
http://www.securitieslawyer101.com/2014/form-s-1-disclosure/

Selling Stockholder Disclosures in Form S-1 Registration Statements


Securities Lawyer 101 Blog Companies going public have a variety of structures for their transactions. Companies can go public using an initial public or direct public offering.  They can obtain their shareholders by selling stock in an initial pub...
http://www.securitieslawyer101.com/2014/form-s-1-disclosure/

Rule 506 Offerings FAQ By: Brenda Hamilton Attorney


Securities Lawyer 101 Blog Rule 506 Offerings are the most common of the Regulation D exemptions from registration under the Securities Act of 1933, as amended (the “Securities Act”).   It has been approximately a year since the Securities and...
http://www.securitieslawyer101.com/2014/rule-506-offerings/

General Solicitation & the Rule 506 Private Placement Exemption


Going Public LawyerSecurities Lawyer 101 Blog The Securities Act of 1933 (the “Securities Act”) provides for a private offering exemption from federal securities registration which is increasingly being used by both private and public companies to raise capital during market downturns and in times of market uncertainty. The Securities Act provides substantial guidance about the circumstances in which an offering will be... Read MoreGoing Public Lawyer
http://www.securitieslawyer101.com/2014/private-placement-exemption/

FINRA Blacklists Curt Kramer, Mazuma and Asher Enterprises


Going Public LawyerECOS attached FINRA s letter to Michael Siegel, president and chief executive officer of Ecolocap, as Exhibit 99.1 to the filing.  The letter informed Siegel of its decision.  FINRA acted pursuant to the provisions of Rule 6490, which allows it to refuse to process corporate action requests in some circumstances. In this matter, the regulator determined that Ecolocap s request was deficient... Read MoreGoing Public Lawyer
http://www.securitieslawyer101.com/2014/finra-blacklists-curt-kramer-mazuma-asher-enterprises/

Tuesday, September 23, 2014

SEC Disclosures for Smaller Reporting Companies


Going Public LawyerSecurities Lawyer 101 Blog The SEC Disclosure rules allow smaller reporting companies to provide less comprehensive disclosures in their reports and filings so that compliance with the SEC s disclosure requirements is  less burdensome. These reduced disclosure requirements are especially beneficial to private companies who wish to go public but are unfamiliar with the requirements of SEC reporting. A company qualifies as a “smaller reporting company” if it... Read MoreGoing Public Lawyer
http://www.securitieslawyer101.com/2014/sec-disclosures-smaller-reporting-companies/

Form S-1 Financial Statements l Going Public Attorneys


Securities Lawyer 101 Blog Companies that register securities for direct public offering on Form S-1 as part of their going public transaction must provide audited financial statements to the Securities and Exchange Commission ("SEC"). These financ...
http://www.securitieslawyer101.com/2014/form-s-1-financial-statement/

The Role of the Direct Public Offering Attorney


Securities Lawyer 101 Blog The direct public offering ("Direct Public Offering") has become the premier method used in going public transactions. A skilled Direct Public Offering attorney can guide a private company through the Direct Public Offer...
http://www.securitieslawyer101.com/2014/role-direct-public-offering-attorney/

The Role of the Direct Public Offering Attorney


Securities Lawyer 101 Blog The direct public offering ("Direct Public Offering") has become the premier method used in going public transactions. A skilled Direct Public Offering attorney can guide a private company through the Direct Public Offer...
http://www.securitieslawyer101.com/2014/direct-public-offering-attorney-2/

SEC Disclosures for Smaller Reporting Companies


Securities Lawyer 101 Blog The SEC Disclosure rules allow smaller reporting companies to provide less comprehensive disclosures in their reports and filings so that compliance with the SEC's disclosure requirements is  less burdensome. These red...
http://www.securitieslawyer101.com/2014/sec-disclosures/

SEC Charges Heathrow Natural Food & Beverage and Michael Pagnano


Going Public LawyerOn September 23, 2014. the Securities and Exchange Commission (the SEC )  charged Heathrow Natural Food & Beverage Inc. , its Chief Executive Officers, Michael S. Pagnano and a transfer agent with violations of the federal securities laws.  Heathrow Natural and Pagnano were charged with defrauding investors by issuing false and misleading press releases proclaiming large sales and fantastic revenue projections while the... Read MoreGoing Public Lawyer
http://www.securitieslawyer101.com/2014/sec-charges-heathrow-natural-food-beverage-michael-s-pagnano/

SEC Charges Heathrow Natural Food & Beverage and Michael S. Pagnano


On September 23, 2014. the Securities and Exchange Commission (the "SEC")  charged Heathrow Natural Food & Beverage Inc. , its Chief Executive Officers, Michael S. Pagnano and a transfer agent with violations of the federal securities laws.  ...
http://www.securitieslawyer101.com/2014/sec-charges-heathrow-natural-food-beverage-michael-s-pagnano/

Guide Using the JOBS Act For A Direct Public Offerings


Going Public LawyerSecurities Lawyer 101 Blog The Jumpstart Our Business Startups Act, or JOBS Act, is intended, among other things, to reduce barriers to capital formation, particularly for smaller companies in going public transactions.   The JOBS Act relaxed the rules and regulations applicable to direct public offerings and the going public process.  As explained below, the amendments relax the rules applicable to... Read MoreGoing Public Lawyer
http://www.securitieslawyer101.com/2014/jobs-act-guide-for-direct-public-offerings/

Monday, September 22, 2014

Disclosure Controls and Procedures l Brenda Hamilton Attorney


Going Public LawyerSecurities Lawyer 101 Blog To back up the officer and director certifications in periodic reports, issuers must establish and maintain a system of disclosure controls and procedures designed to ensure that the company records, processes, summarizes and discloses on a timely basis information required to be disclosed in 1934 Act filings. Issuers must evaluate on a quarterly basis the effectiveness of their disclosure... Read MoreGoing Public Lawyer
http://www.securitieslawyer101.com/2014/disclosure-controls-and-procedures/

Convertible Securities l Toxic Financing 101


Securities Lawyer 101 Blog A "convertible security" is often structured as a bond, note, preferred stock, or a wraparound agreement that results in the conversion of the debt obligation into common stock. The holder of the convertible security or t...
http://www.securitieslawyer101.com/2014/toxic-funding-convertible-securities/

The SEC’s Electronic Data Gathering and Retrieval System


Most documents filed with the Securities and Exchange Commission (the “SEC”), are required to be filed electronically using the SEC’s Electronic Data Gathering and Retrieval system (“EDGAR”). Additionally, public companies filing on EDGAR m...
http://www.securitieslawyer101.com/2014/sec-edgar/

Penny Stock Bonds l Toxic Financing 101


Securities Lawyer 101 Blog A "convertible security" is often structured as a bond, note, preferred stock, or a wraparound agreement that results in the conversion of the debt obligation into common stock. The holder of the convertible security or t...
http://www.securitieslawyer101.com/2014/convertible-securities/

Disclosure Controls and Procedures l Brenda Hamilton Attorney


Securities Lawyer 101 Blog To back up the officer and director certifications in periodic reports, issuers must establish and maintain a system of disclosure controls and procedures designed to ensure that the company records, processes, summarize...
http://www.securitieslawyer101.com/2014/controls-procedures/

Sponsoring Market Makers l Going Public Bootcamp


Securities Lawyer 101 Blog One step in going public transactions is obtaining a stock trading or ticker symbol from the Financial Industry Regulatory Authority ("FINRA"). For a company to obtain a ticker, a sponsoring market maker must submit an app...
http://www.securitieslawyer101.com/2014/sponsoring-market-maker/

Guide Using the JOBS Act For A Direct Public Offering s


Securities Lawyer 101 Blog The Jumpstart Our Business Startups Act, or JOBS Act, is intended, among other things, to reduce barriers to capital formation, particularly for smaller companies in going public transactions.   The JOBS Act relaxed the...
http://www.securitieslawyer101.com/2014/jobs-act-guide-for-direct-public-offerings/

General Solicitation & the Rule 506 Private Placement Exemption


Securities Lawyer 101 Blog The Securities Act of 1933 (the “Securities Act”) provides for a private offering exemption from federal securities registration which is increasingly being used by both private and public companies to raise capital du...
http://www.securitieslawyer101.com/2013/private-placement-exemption/

FINRA Uses Rule 6490 To Stop Wash, Rinse, Repeat Issuers


Going Public LawyerSecurities Law Blog In late 2009, the Financial Industry Regulatory Authority (“FINRA”) proposed changes to its Rule 6490.  Until that time, the Rule had provided merely that the agency review and process certain corporate actions taken by companies not listed on exchanges, companies known to most as OTC securities. The changes, which became effective in 2010, gave FINRA more clout:  it can now... Read MoreGoing Public Lawyer
http://www.securitieslawyer101.com/2014/finra-uses-rule-6490-stop-wash-rinse-repeat-issuers/

Private Placements l Securities Lawyer 101


Securities Lawyer 101 Blog The Securities Act of 1933 (the "Securities Act") provides for a private offering or private placement exemption from federal securities registration which is increasingly being used by both public companies and private c...
http://www.securitieslawyer101.com/2013/private-placements/

Initial Public Offerings l Securities Lawyer 101


Securities Lawyer 101 Blog An Initial Public Offering (“IPO”) is often used by a private issuer seeking to go public as part of its going public transaction.  An IPO involves filing a registration statement with the SEC covering a securities of...
http://www.securitieslawyer101.com/2013/initial-public-offerings/

The Securities Exchange Act of 1934


Securities Lawyer 101 Blog The Securities Exchange Act of 1934 (the “Exchange Act”) grants broad authority to the Securities and Exchange Commission (“SEC”) to oversee the securities industry. The SEC’s authority includes the power to reg...
http://www.securitieslawyer101.com/2012/securities-exchange-act-of-1934/

Transfer Agents 101


  Securities Lawyer 101 Blog A shareholder of any company can own securities and  transfer the ownership of those securities. Their ownership is reflected on the issuer’s shareholder list. A transfer agent's role is to issue and cancel cert...
http://www.securitieslawyer101.com/2012/transfer-agents/

FINRA Uses Rule 6490 to Stop Wash, Rinse Repeat Issuers


Securities Law Blog In late 2009, the Financial Industry Regulatory Authority (“FINRA”) proposed changes to its Rule 6490.  Until that time, the Rule had provided merely that the agency review and process certain corporate actions taken by comp...
http://www.securitieslawyer101.com/2014/finra-uses-rule-6490to-shutdown-issuers-accepting-toxic-funding/

Going Public Lawyer Insights


Going Public 101 Blog A Going Public Lawyer is an important part of the overall going public process.   A Going Public Lawyer in the beginning of the process assists the issuer in structuring its transaction the most time and cost effective way to
http://www.securitieslawyer101.com/2014/going-public-lawyer-insights/

Sunday, September 21, 2014

SEC Registration Statements And Direct Public Offerings Q & A


Securities Lawyer 101 Blog SEC registration statements are the most efficient and reliable method for a private company to obtain public company status. Using a registration statement, companies provide transparency to investors and avoid the risks...
http://www.securitieslawyer101.com/2014/sec-registration-statement-q-a/

Rule 15c2-11 Disclosure Requirements l The Going Public Attorneys


Posted by Securities Lawyer 101 - Going Public Attorneys Rule 15c2-11 under the Securities and Exchange Act of 1934 (Exchange Act) governs the submission and publication of quotations by brokers and dealers for OTC equity securities. Specifically, t...
http://www.securitieslawyer101.com/2014/going-public-15c2-11-disclosure-requirements/

Rule 15c2-11 Disclosure Requirements l The Going Public Attorneys


Posted by Securities Lawyer 101 - The Going Public Attorneys Rule 15c2-11 under the Securities and Exchange Act of 1934 (Exchange Act) governs the submission and publication of quotations by brokers and dealers for OTC equity securities. Specificall...
http://www.securitieslawyer101.com/2014/going-public-15c2-11-disclosure-requirements/

Rule 15c2-11 Disclosure Requirements l The Going Public Attorneys


Posted by Securities Lawyer 101 - The Going Public Attorneys Rule 15c2-11 under the Securities and Exchange Act of 1934 (Exchange Act) governs the submission and publication of quotations by brokers and dealers for OTC equity securities. Specificall...
http://www.securitieslawyer101.com/2014/going-public-15c2-11-disclosure-requirements/

Form 3, 4 & 5 Filing Requirements l By: Brenda Hamilton Attorney


Securities Lawyer 101 Blog After the recent sweep by the Securities and Exchange Commission(the "SEC") charging 28 persons in connection with their failure to file insider reports, we have received requests for information about insider reporting ob...
http://www.securitieslawyer101.com/2014/form-3/

Retweets of Social Media & Public Companies


Securities Lawyer 101 Blog It has become almost routine for public companies to use social media to interact with their shareholders, and customers. The Securities and Exchange Commission (the “SEC”) has provided guidance in compliance and discl...
http://www.securitieslawyer101.com/2014/social-media-retweets/

Crowdfunding 101 Q & A


Securities Lawyer 101 Blog 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 crowdfunded offerings, pursuant to Title ...
http://www.securitieslawyer101.com/2014/crowdfunding-101/

SEC Announces $7.2 Million for Rule 105 Short Selling Violations


Securities Lawyer 101 Blog On March 8, 2014, the Securities and Exchange Commission announced the largest-ever monetary sanction for Rule 105 short selling violations as a Long Island-based proprietary trading firm and its owner agreed to pay $7.2...
http://www.securitieslawyer101.com/2014/short-selling-violations/

The Curious Case of Irwin Boock l Part II Corporate Hijacking Series


Going Public LawyerSecurities Lawyer 101 Blog The Irwin Boock corporate hijacking case is a gift that keeps on giving.  The Securities and Exchange Commission (“SEC”)  brought its original action against Boock and his associates in September 2009; since then several parallel actions have been filed.  On September 27, 2013, the SEC announced that Nicolette Loisel, a Houston-area attorney, had agreed to settle.  Loisel... Read MoreGoing Public Lawyer
http://www.securitieslawyer101.com/2014/irwin-boock-corporate-hijacking/

The Curious Case of Irwin Boock l Part II


Securities Lawyer 101 Blog The Irwin Boock corporate hijacking case is a gift that keeps on giving.  The Securities and Exchange Commission (“SEC”)  brought its original action against Boock and his associates in September 2009; since then sev...
http://www.securitieslawyer101.com/2014/irwin-boock/

Integration During the Going Public Process – Securities Lawyer 101


Going Public LawyerSecurities Lawyer 101 Blog Issuers often need to raise funds during their going public transactions to offset legal and accounting costs.  The SEC integration rule addresses the circumstances under which an issuer can raise capital privately while a Form S-1 registration statement is pending during the going public process.  The integration rules were created to prevent companies from improperly avoiding registration by... Read MoreGoing Public Lawyer
http://www.securitieslawyer101.com/2014/integration-going-public-process-securities-lawyer-101/

Using Form S-1 To Go Public l Direct Public Offering Bootcamp


Securities Lawyer 101 Blog Form S-1 is the basic registration statement form used to register securities. Form S-1 can be used to register securities for which no other form is authorized or prescribed, except securities of foreign governments or po...
http://www.securitieslawyer101.com/2014/form-s1-direct-public-offering-bootcamp/

Regulation D of the Securities Act


Under the Securities Act of 1933, any offer to sell securities must either be registered with the SEC or meet an exemption. Regulation D of the Securities Act contains three rules providing exemptions from the registration requirements, allowing some...
http://www.securitieslawyer101.com/2014/regulation-d/

Integration During the Going Public Process - Securities Lawyer 101


Securities Lawyer 101 Blog Issuers often need to raise funds during their going public transactions to offset legal and accounting costs.  The SEC integration rule addresses the circumstances under which an issuer can raise capital privately while ...
http://www.securitieslawyer101.com/2014/integration-going-public-process-securities-lawyer-101/

Penny Stock Emails 101- Securities Lawyer 101


Securities Lawyer 101 Blog Often times investor relations firms touting microcap stocks use penny stock email containing newsletters and advertisements about a stock's potential.  Recent indictments and SEC cases have focused on the use of penny st...
http://www.securitieslawyer101.com/2014/penny-stock-emails-101-securities-lawyer-101/

FINRA Uses Rule 6490 to Shut Down Wash, Rinse Repeat Issuers


Going Public LawyerSecurities Law Blog FINRA Rule 6490, requires issuers of securities not listed on exchanges to provide timely notice to FINRA of certain corporate actions. Rule 6490 codifies Rule 10b-17 of the Securities Exchange Act.  These corporate actions include name changes, forward stock splits, reverse stock splits, distributions of cash or securities such as dividends, stock splits and other actions, and... Read MoreGoing Public Lawyer
http://www.securitieslawyer101.com/2014/finra-uses-rule-6490to-shutdown-issuers-accepting-toxic-funding/

FINRA Uses Rule 6490 to Shut Down Issuers Accepting Toxic Funding


Securities Law Blog  FINRA Rule 6490, requires issuers of securities not listed on exchanges to provide timely notice to FINRA of certain corporate actions. Rule 6490 codifies Rule 10b-17 of the Securities Exchange Act.  These corporate actions in...
http://www.securitieslawyer101.com/2014/finra-uses-rule-6490to-shutdown-issuers-accepting-toxic-funding/

Friday, September 19, 2014

FINRA Blacklists Kurt Cramer, Mazuma and Asher Enterprises


Going Public LawyerPosted by Brenda Hamilton Attorney On September 16, 2014, Ecolocap Solutions, Inc. (ECOS) filed a report on Form 8-K informing investors and the public that the Financial Industry Regulatory Authority ( FINRA ) had denied its request to process a proposed 1-2,000 reverse split of its common stock. ECOS attached FINRA s letter to Michael Siegel, president and chief executive officer of... Read MoreGoing Public Lawyer
http://www.securitieslawyer101.com/2014/finra-blacklists-kurt-cramer/

FINRA Blacklists Kurt Cramer


On September 16, 2014, Ecolocap Solutions, Inc. (ECOS) filed a report on Form 8-K informing investors and the public that the Financial Industry Regulatory Authority ("FINRA") had denied its request to process a proposed 1-2,000 reverse split of its ...
http://www.securitieslawyer101.com/2014/finra-blacklists-kurt-cramer/

FINRA Blacklists Kurt Cramer


On September 16, 2014, Ecolocap Solutions, Inc. (ECOS) filed a report on Form 8-K informing investors and the public that the Financial Industry Regulatory Authority ("FINRA") had denied its request to process a proposed 1-2,000 reverse split of its ...
http://www.securitieslawyer101.com/2014/finra-blacklists-kurt-cramer/

Craig Karlis Sentenced to 9 years For Fraud Charges


The Securities and Exchange Commission (the "SEC") announced that on September 16, 2014, the former owner of a Boston Trading and Research, LLC ("BTR"), was sentenced to nine years in prison after pleading guilty to charges that he and his business p...
http://www.securitieslawyer101.com/2014/craig-karlis-sentenced-to-9-years/

SEC Charges 28 With Insider Reporting Failures


Going Public LawyerOn September 10, 2014, the Securities and Exchange Commission (the SEC ) announced enforcement actions and penalties of more than $2.6 million against 28 individual directors, officers, and beneficial owners and 6 issuers for failure to promptly report their holdings in Section 16(a) reports and Schedule 13D and Schedule 13G filings. The insider reporting charges include 13 officers and directors, 5 beneficial owners... Read MoreGoing Public Lawyer
http://www.securitieslawyer101.com/2014/insider-reporting/

SEC Charges 28 With Insider Reporting Failures


On September 10, 2014, the Securities and Exchange Commission (the "SEC") announced enforcement actions and penalties of more than $2.6 million against 28 individual directors, officers, and beneficial owners and 6 issuers for failure to promptly re...
http://www.securitieslawyer101.com/2014/21691/

Thursday, September 18, 2014

Securities Lawyers Gone Wild – Svitlana Sangary


Going Public LawyerBusiness Lawyer Photoshops Her Way to a Six Month Suspension Some wayward attorneys content themselves with writing fraudulent opinion letters, but Svitlana Sangary, a Los Angeles business lawyer, yearned for the red carpet.  In an apparent attempt to convince prospective clients that she hobnobbed with the rich and powerful, she filled the “publicity” page at her website with photoshopped images of... Read MoreGoing Public Lawyer
http://www.securitieslawyer101.com/2014/securities-lawyers-gone-wild-svitlana-sangary/

Zirk Englebrecht Indicted In Reverse Merger Scheme


On September 18, 2014, the Federal Bureau of Investigation announced that Izak Sirk De Maison (aka Izak Zirk Engelbrecht, aka Zirk Engelbrecht).   Zirk Englebrecht, a self-described “merchant banker,” devised a scheme and artifice to defraud in...
http://www.securitieslawyer101.com/2014/zirk-englebrecht-indicted-reverse-merger-scheme/

SEC Charges 8 in Pump and Dump Scheme


On September 18, 2014, the Securities and Exchange Commission (the "SEC") announced charges against eight individuals for their roles in an alleged pump-and-dump scheme involving a penny stock company based in California that has repeatedly changed ...
http://www.securitieslawyer101.com/2014/sec-charges-8-pump-dump-scheme/

SEC Issues Multiple Trading Suspensions


On September 18, 2014, the Securities and Exchange Commission announced the temporary trading suspension of multiple issuers.  The trading suspensions commenced at 9:30 a.m. EDT on September 18, 2014 and terminate at 11:59 p.m. EDT on October 1, ...
http://www.securitieslawyer101.com/2014/sec-issues-multiple-trading-suspensions/

SEC Issues Trading Suspension of Gepco Ltd.


On September 18, 2014, the Securities and Exchange Commission Commission issued a temporary trading suspension of the securities of Gepco, Ltd securities due to concerns about the accuracy and adequacy of information in the marketplace and potentia...
http://www.securitieslawyer101.com/2014/sec-issues-trading-suspension-gepco-ltd/

Wednesday, September 17, 2014

Feds Use Hijacked Shell In FBI 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/2014/receivership-shell/

Tuesday, September 16, 2014

Secondary Offerings In Going Public Transactions


Securities Lawyer 101 Blog Going public transactions can be structured a variety of ways.  Many going public transactions involve the filing of a registration statement with the Securities and Exchange Commission (“SEC”) registering shares he...
http://www.securitieslawyer101.com/2014/secondary-offerings-going-public/

Tuesday, September 9, 2014

Panama and U.S. To Share More Than $36 Million in Forfeitures


Securities Lawyer 101 Blog In October of 2013, Deputy Attorney General James M. Cole and Panamanian Attorney General Ana Belfon signed an agreement to share more than $36 million in government forfeitures of criminal assets with the Government of P...
http://www.securitieslawyer101.com/2013/government-forfeitures/

Bank Secrecy 101 By: Brenda Hamilton Attorney


Securities Lawyer 101 Blog Posted By: Brenda Hamilton Attorney The Bank Secrecy Act (“BSA”) requires financial institutions in the United States to assist U.S. government agencies to detect and prevent money laundering activity. The Act’s re...
http://www.securitieslawyer101.com/2014/bank-secrecy/

Robert Bandfield, Andrew Godfrey, Kelvin Leach, Jim Can Indicted


On September 9, 2014, the United States Attorney for the Eastern District of New York announced a multi-count indictment against six individual defendants: Robert Bandfield, a U.S. citizen; Andrew Godfrey, a citizen of Belize; Kelvin Leach, a citize...
http://www.securitieslawyer101.com/2014/robert-bandfield-andrew-godfrey-kelvin-leach-james-can-indicted/

Robert Bandfield, Andrew Godfrey, Kelvin Leach, Jim Can Indicted


Going Public LawyerOn September 9, 2014, the United States Attorney for the Eastern District of New York announced a multi-count indictment against six individual defendants: Robert Bandfield, a U.S. citizen; Andrew Godfrey, a citizen of Belize; Kelvin Leach, a citizen of the Bahamas; Rohn Knowles, a citizen of the Bahamas; Brian De Wit, a citizen of Canada; and Cem Can, a citizen of... Read MoreGoing Public Lawyer
http://www.securitieslawyer101.com/2014/robert-bandfield-andrew-godfrey-kelvin-leach-james-can-indicted/

Thursday, September 4, 2014

Securities Lawyers Gone Wild – Justin Lee Charged in EB-5 Scheme


Going Public LawyerOn September 3, 2014, the Securities and Exchange Commission (the SEC ) charged an immigration and securities attorney, his wife, and his law firm partner with conducting an investment scheme to defraud foreign investors trying to come to the U.S. through the EB-5 Immigrant Investor Program. According to the allegations, Justin Moongyu Lee, Rebecca Taewon Lee and Thomas Kent raised nearly $11.5... Read MoreGoing Public Lawyer
http://www.securitieslawyer101.com/2014/securities-lawyers-gone-wild-justin-lee-charged-eb-5-scheme/

Securities Lawyers Gone Wild - Justin Lee Charged in EB-5 Scheme


On September 3, 2014, the Securities and Exchange Commission (the "SEC") charged an immigration and securities attorney, his wife, and his law firm partner with conducting an investment scheme to defraud foreign investors trying to come to the U.S. t...
http://www.securitieslawyer101.com/2014/securities-lawyers-gone-wild-justin-lee-charged-eb-5-scheme/

Wednesday, September 3, 2014

Equity Line Lines In Going Public Transactions


Securities Lawyer 101 Blog Going Public Bootcamp In going public transactions, issuers consider many capital raising options. One capital raising option is the equity credit Line Most equity lines are structured so that the investor enters into an ...
http://www.securitieslawyer101.com/2014/equity-line-going-public/

Equity Line Lines In Going Public Transactions


Securities Lawyer 101 Blog Going Public Bootcamp In going public transactions, issuers consider many capital raising options. One capital raising option is the equity credit Line Most equity lines are structured so that the investor enters into an ...
http://www.securitieslawyer101.com/2014/equity-line-going-public/

Due Diligence in the Going Public 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/2013/going-public-registration-statement/

Tuesday, September 2, 2014

SEC Obtains Judgments Against Danny Garber By: Brenda Hamilton Securities Lawyer


Securities Lawyer 101 Blog Posted By Brenda Hamilton Securities Lawyer On August 13, 2015, the Securities and Exchange Commission announced settlements and final judgments were entered against Danny Garber, Michael Manis, Kenneth Yellin, Jordan Fei...
http://www.securitieslawyer101.com/2014/sec-obtains-judgments-danny-garber-michael-manis/