Securities Lawyer 101 l Brenda Hamilton

Securities Lawyer 101 l Brenda Hamilton

Sunday, November 30, 2014

The SEC Pursues Shell Packer, Joseph Meuse – Again


Going Public LawyerSecurities Law Blog On November 25, 2014, the Securities & Exchange Commission (the “SEC”) announced administrative proceedings against Joseph Meuse pursuant to Section 15(b) of the Securities Exchange Act of 1934 (“Exchange Act”).  According to the SEC, from April 2004 through at least September 2009, Meuse was the founder, president and sole owner of Belmont Partners, LLC (“Belmont”), a shell... Read MoreGoing Public Lawyer
http://www.securitieslawyer101.com/2014/sec-pursues-shell-packer-joseph-meuse-again/

The SEC Pursues Shell Packer, Joseph Meuse - Again


Securities Law Blog On November 25, 2014, the Securities & Exchange Commission (the “SEC”) announced administrative proceedings against Joseph Meuse pursuant to Section 15(b) of the Securities Exchange Act of 1934 (“Exchange Act”).  Acc...
http://www.securitieslawyer101.com/2014/sec-pursues-shell-packer-joseph-meuse-again/

Monday, November 24, 2014

Feds to Auction Silk Road Bitcoins Belonging to Ross William Ulbricht


Last week, the US Marshals Service announced that it will hold an auction on December 4, to sell 50,000 bitcoins that belong to Ross William Ulbricht.  Ulbricht is alleged to have operated the first Silk Road website that was often used for illegal...
http://www.securitieslawyer101.com/2014/feds-auction-silk-road-bitcoins-belonging-ross-william-ulbricht/

Trends in Bitcoin Regulation


Securities Law Blog On October 27, 2014, FinCEN issued two administrative rulings to companies seeking guidance on whether a company would be required to register as an MSD as defined under the BSA and be subject to the required reporting, recordkee...
http://www.securitieslawyer101.com/2014/trends-bitcoin-regulation/

SEC Charges Forum National Investments Executives and Promoters in Pump and Dump Scheme


On November 18, 2014, the Securities and Exchange Commission (“SEC”) charged Forum National Investments Ltd. (FMNL), a Canadian life settlement company, its CEO, and several associates with fraud committed in connection with a pump and dump schem...
http://www.securitieslawyer101.com/2014/sec-charges-forum-national-investments-executives-promoters-pump-dump-scheme/

Thursday, November 20, 2014

SEC Suspends Trading in Ebola Tickers


The Securities and Exchange Commission (the "SEC") suspended trading in four companies that claim to be developing products or services in response to the Ebola outbreak, citing a lack of publicly available information about the companies’ operatio...
http://www.securitieslawyer101.com/2014/sec-suspends-trading-ebola-tickers/

Tuesday, November 18, 2014

Cytta Corp Announces Corporate Hijacking


Securities Lawyer 101 Blog On November 5, 2014, Cytta Corp., a (CYTA), filed a report on Form 8-K reflecting that it had been the victim of a corporate hijacking.  According to its Form 8-K, Cytta learned that unauthorized persons accessed the Nev...
http://www.securitieslawyer101.com/2014/cytta-corp-announces-corporate-hijacking/

Monday, November 17, 2014

Joseph Noel Charged In Stock Scalping Scheme


Securities Lawyer 101 Blog On November 17, 2014, the Securities and Exchange Commission (the “SEC”) charged Joseph Noel, the Chief Executive Officer of YesDTC Holdings, a San Francisco-based penny stock company. Yoel is charged with defrauding...
http://www.securitieslawyer101.com/2014/joseph-noel-charged-stock-scalping-scheme/

SEC Charges Eric Van Nguyen, Jay Fung and Anthony Thompson


On November 17, 2014, the Securities and Exchange Commission (the “SEC”) charged three penny stock promoters with conducting pump-and-dump schemes involving stocks they were touting in purported independent newsletters.  The SEC’s Division of ...
http://www.securitieslawyer101.com/2014/sec-charges-anthony-thompson-jay-fung-eric-van-nguyen/

Investment Newsletters 101 By: Brenda Hamilton, Attorney


Securities Lawyer 101 Blog The Securities and Exchange Commission (“SEC”) recently issued an Investor Alert warning about the use of investment newsletters and emails as tools for fraud.  In this digital age, sensible people know they should ...
http://www.securitieslawyer101.com/2014/investment-newsletters/

SEC Charges Eric Van Nguyen, Jay Fung and Anthony Thompson


On November 17, 2014, the Securities and Exchange Commission (the “SEC”) charged three penny stock promoters with conducting pump-and-dump schemes involving stocks they were touting in purported independent newsletters.  The SEC’s Division of ...
http://www.securitieslawyer101.com/2014/sec-charges-anthony-thompson-jay-fung-eric-van-nguyen/

Joseph Noel Charged In Stock Scalping Scheme


Securities Lawyer 101 Blog On November 17, 2014, the Securities and Exchange Commission (the “SEC”) charged Joseph Noel, the Chief Executive Officer of YesDTC Holdings, a San Francisco-based penny stock company. Yoel is charged with defrauding...
http://www.securitieslawyer101.com/2014/joseph-noel-charged-stock-scalping-scheme/

Offshore Crowdfunding Portals Are Not Shielded From Liability Under U.S. Securities Laws


Going Public LawyerThe SEC’s recent Cease and Desist order against  Eureeca Capital demonstrates that we may begin to see enforcement activity involving offshore crowdfunding portals soliciting investments from U.S. investors.  In Eureeca, its website claimed, “Eureeca is the first global crowdinvesting platform where businesses raise capital to expand and grow from a crowd of investors in exchange for shares in their business.”... Read MoreGoing Public Lawyer
http://www.securitieslawyer101.com/2014/offshore-crowdfunding-portals-shielded-liability-u-s-securities-laws/

Why BrokerCheck is Overrated


Going Public LawyerSecurities Law Blog The Financial Industry Regulatory Authority s BrokerCheck is a free tool available to the public that provides some information about the professional backgrounds of brokerage firms and brokers currently or formerly registered with FINRA or a national securities exchange.  It provides similar information for current or former investment adviser firms and representatives. BrokerCheck information is derived from filings... Read MoreGoing Public Lawyer
http://www.securitieslawyer101.com/2014/brokercheck-overrated/

Sunday, November 16, 2014

FINRA Investor Survey Reveals Support for Regulatory Protections


Securities Law Blog The Financial Industry Regulatory Authority (FINRA) recently released a survey of U.S. investors designed to measure perceptions of fairness and to gauge demand for additional regulatory protections.   FINRA's Investor Survey wa...
http://www.securitieslawyer101.com/2014/finra-investor-survey-reveals-support-regulatory-protections/

CFTC Addresses the Use of Rule 506 By Commodity Pool Operators


Securities Law Blog The Commodity Futures Trading Commission (the “CFTC”) recently issued an Exemptive Relief letter No. 14-116 allowing certain operators of commodity pools (Commodity Pool Operators) to engage in general solicitation and adve...
http://www.securitieslawyer101.com/2014/cftc-addresses-use-rule-506-commodity-pool-operators/

FINRA Addresses Confidentiality Provisions In Notice 14-40


Securities Law Blog In  FINRA Regulatory Notice 14-40, members are cautioned that it is a violation of FINRA Rule 2010- Standards of Commercial Honor and Principles of Trade- to incorporate confidentiality provisions into settlement agreements wher...
http://www.securitieslawyer101.com/2014/finra-addresses-confidentiality-provisions-notice-14-40/

Friday, November 14, 2014

NASDAQ Submits Proposals Requiring Public Disclosure of Denied Listing Applications


NASDAQ Submits Proposals Requiring Public Disclosure of Denied Listing Applications On October 30, 2014, NASDAQ submitted a proposal addressing initial NASDAQ listing applications.  The proposals include that a company could withdraw its initial...
http://www.securitieslawyer101.com/2014/nasdaq-submits-proposals-requiring-public-disclosure-denied-listing-applications/

Medbox, Inc. Announces SEC Investigation


Securities Lawyer 101 Blog On November 12, 2014, Medbox, Inc. (MDBX) put an end to nearly two weeks of speculation by acknowledging in its 10-Q for the period ended September 30 that the company has received a formal notice of investigation from the...
http://www.securitieslawyer101.com/2014/medbox-inc-announces-sec-investigation/

Wednesday, November 12, 2014

Belizean Judge Removes Asset Freeze in Robert Bandfield Case


On November 10, 2014, Belizean Chief Justice Kenneth Benjamin ordered the removal of a freeze on accounts owned by six defendants in what the U.S. government describes as a $500 million fraud case.  The U.S. alleges that three Belize broker-dealers,...
http://www.securitieslawyer101.com/2014/judge-removes-asset-freeze-robert-bandfield-case/

Belizean Judge Removes Asset Freeze in Bandfield Case


On November 10, 2014, Belizean Chief Justice Kenneth Benjamin ordered the removal of a freeze on accounts owned by six defendants in what the U.S. government describes as a $500 million fraud case.  The U.S. alleges that three Belize broker-dealers,...
http://www.securitieslawyer101.com/2014/belizean-judge-removes-asset-freeze-bandfield-case/

SEC Censures Crowdfunding Website For Selling to US Investors


Securities Law Blog On November 12, 2014, the Securities and Exchange Commission (the "SEC") censured Eureeca.com, a Cayman Islands-based crowdfunding website for its failure to implement procedures "reasonably designed" to prevent U.S. investors fr...
http://www.securitieslawyer101.com/2014/sec-censures-crowdfunding-website-selling-us-investors/

Monday, November 10, 2014

Second Incarnation of Silk Road Bitcoin Shop Shut Down


On November 6, 2014, U.S. District Attorney's Office for the Southern District of New York, the Federal Bureau of Investigation (“FBI”) and Homeland Security Investigations (“HSI”) announced the arrest of Blake Benthall in connection with his...
http://www.securitieslawyer101.com/2014/second-incarnation-silk-road-bitcoin-shop-shut/

Sunday, November 9, 2014

Investment Newsletters 101 By: Brenda Hamilton Attorney


Securities Lawyer 101 Blog The Securities and Exchange Commission (“SEC”) recently issued an Investor Alert warning about the use of investment newsletters and emails as tools for fraud.  In this digital age, sensible people know they should be...
http://www.securitieslawyer101.com/2014/investment-newsletters/

Thursday, November 6, 2014

How Form S-1 and Form 10 Registration Statements Are Different


Going public often refers to the process of a company filing a registration statement under the Securities Act of 1933, as amended to register securities for public sale.  Unlike Form S-1, a Registration statement on Form 10 registers a class of sec...
http://www.securitieslawyer101.com/2014/s-1-form-10-registration-statements-different/

How Form S-1 and Form 10 Registration Statements Are Different


Going Public LawyerGoing public often refers to the process of a company filing a registration statement under the Securities Act of 1933, as amended to register securities for public sale.  Unlike Form S-1, a Registration statement on Form 10 registers a class of securities such as common or preferred stock pursuant to Section 12(b) or 12 (g) of the Securities Exchange Act... Read MoreGoing Public Lawyer
http://www.securitieslawyer101.com/2014/s-1-form-10-registration-statements-different/

Wednesday, November 5, 2014

How S-1 and Form 10 Registration Statements Are Different


Going public often refers to the process of a company filing a registration statement under the Securities Act of 1933, as amended to register securities for public sale.  Unlike Form S-1, a Registration statement on Form 10 registers a class of sec...
http://www.securitieslawyer101.com/2014/s-1-form-10-registration-statements-different/

SEC Sanctions 10 Issuers for Form 8-K Failures


On November 5, 2014, the Securities and Exchange Commission (the “SEC”) announced enforcement actions against 10 companies for failing to file Current Reports on Form 8-K disclosing financing deals and other unregistered securities sales that dil...
http://www.securitieslawyer101.com/2014/sec-sanctions-10-issuers-form-8-k-failures/

What is the Difference Between Form 10 and Form S-1 Registration Statements?


A registration statement on Form S-1 registers specific securities of a company.  Form S-1 can used to register shares for a company to sell to investors, specific shares for the company’s shareholders to resell.  Form S-1 can also be used to reg...
http://www.securitieslawyer101.com/2014/difference-form-10-form-s-1-registration-statements/

Tuesday, November 4, 2014

SEC Obtains Judgments Against James Wheeler and MicroHoldings


Securities Lawyer 101 - Securities Law Blog On October 31, 2014, the Securities & Exchange Commission (the “SEC”) obtained judgments MicroHoldings US, Inc., and its Chief Executive Officer, James Wheeler, in a securities fraud action that ...
http://www.securitieslawyer101.com/2014/sec-obtains-judgments-james-wheeler-microholdings/

The SEC Investigates Bitcoin Companies


Bitcoin blogs have been buzzing recently with news of an SEC investigation into cryptocurrency companies that the agency apparently believes have engaged in potentially illegal securities issuances.  Bitcoin has been controversial since it was “in...
http://www.securitieslawyer101.com/2014/sec-investigates-bitcoin-companies/

The SEC Investigates Bitcoin Companies


Going Public LawyerBitcoin blogs have been buzzing recently with news of an SEC investigation into cryptocurrency companies that the agency apparently believes have engaged in potentially illegal securities issuances.  Bitcoin has been controversial since it was “invented” several years ago, in large part because ownership, and transactions made using it, are anonymous and, supporters claim, untraceable. Earlier this year, bitcoin came to... Read MoreGoing Public Lawyer
http://www.securitieslawyer101.com/2014/sec-investigates-bitcoin-companies/

Monday, November 3, 2014

Corporate Hijackings 101


Going Public LawyerSecurities 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 companies to use in reverse merger transactions involving private companies seeking to go public. Recent SEC cases against hijackers have unraveled a myriad of hijacking schemes varying... Read MoreGoing Public Lawyer
http://www.securitieslawyer101.com/2014/corporate-hijackings-public-companies/

Sunday, November 2, 2014

Brenda Hamilton Securities Attorney


Going Public LawyerBrenda Hamilton, our law firm’s founder and a securities lawyer has counseled clients in legal and compliance matters involving securities and financial transactions including underwritten and direct public offerings, equity and debt offerings, corporate legal and compliance matters and restructurings,  go public direct transactions and disclosures, corporate identity theft and hostile takeovers. Brenda Hamilton as a securities lawyer assists clients... Read MoreGoing Public Lawyer
http://www.securitieslawyer101.com/2014/brenda-hamilton/

Crowdfunding a Going Public Transaction


The Securities and Exchange Commission (“SEC”) rules for crowdfunding remain in limbo, but 12 states have passed legislation allowing intrastate crowdfunding.  The SEC as well as state securities regulators have provided meaningful guidance addr...
http://www.securitieslawyer101.com/2014/crowdfunding-a-going-public-transaction/

Crowdfunding a Texas Intrastate Offering


Texas is the latest state to embrace equity crowdfunding.  On October 22, 2014, the Texas State Securities Board approved proposed Rule 139.25, which exempts intrastate securities offerings using crowdfunding.  Rule 139.25 will become effective nex...
http://www.securitieslawyer101.com/2014/crowdfunding-a-texas-intrastate-offering/

OTC Markets Rules for OTCQB Companies : By Brenda Hamilton Attorney


OTC Pink Paper Series Posted by Brenda Hamilton Attorney In May of this year, the OTC Markets' new rules for OTCQB stocks were implemented, as promised.  The changes took many issuers and investors by surprise adding significant costs to the go...
http://www.securitieslawyer101.com/2014/otc-markets-rules/

SEC and FINRA Issue Investor Alert About Dormant Shell Companies


[caption id="attachment_21054" align="alignright" width="278"] Dormant Shells Are Evil - Beware[/caption] The Securities and Exchange Commission (the "SEC") as well as the Financial Industry Regulatory Authority recently issued an alert warning in...
http://www.securitieslawyer101.com/2014/sec-finra-issue-investor-alert-dormant-shell-companies/