Securities Lawyer 101 l Brenda Hamilton

Securities Lawyer 101 l Brenda Hamilton

Wednesday, December 31, 2014

Accredited Crowdfunding With Rule 506


Going Public LawyerSecurities Lawyer 101 Blog As of September 23, 2013, the JOBS Act has permitted general solicitation and advertising in Rule 506 private placements.  While equity  crowdfunding is not yet legal, both the SEC and FINRA have proposed rules for equity crowdfunding. There is still some confusion about the difference between equity crowdfunding and accredited crowdfunding pursuant to Rule 506(c) offerings particularly... Read MoreGoing Public Lawyer
http://www.securitieslawyer101.com/2015/accredited-crowdfunding-rule-506/

Accredited Crowdfunding Direct - Crowdfunding Lawyers


Tips For Compliance & Procedures - Direct Crowdfunded Offerings The offer and sale of securities using accredited crowdfunding pursuant to Rule 506(c) of Regulation D under the Securities Act of 1933, as amended allows a company to use ge...
http://www.securitieslawyer101.com/2014/direct-accredited-crowdfunding/

What is a Penny Stock Email Campaign ?


Going Public LawyerIn our digital age, sensible people know they should be wary of unsolicited financial advice, but there are still many who can t resist the allure of the “guaranteed profits” that will be generated by a “once in a lifetime opportunity” received in a penny stock email campaign.  There are different kinds of scams involving penny stock email.  Some may present what appears... Read MoreGoing Public Lawyer
http://www.securitieslawyer101.com/2014/penny-stock-email-campaign/

Securities Transactions - Form S-1 Registration Statement Lawyers


Securities Lawyer 101 Blog A registration statement on Form S-1 can be used to register various types of securities offerings and transactions with the Securities and Exchange Commission ("SEC").   Form S-1 provides issuers with flexibility...
http://www.securitieslawyer101.com/2014/form-s-1-registration-statement-lawyer/

Tips for Going Public With a Direct Public Offering


Direct Public Offering Lawyer - Securities Law Blog More and more issuers going public opt for a direct public offering. In a direct public offering management sells shares of the company's stock directly to investors, rather than through the ef...
http://www.securitieslawyer101.com/2014/direct-public-offering-securities-lawyer/

Tuesday, December 30, 2014

Securities Transactions – Form S-1 Registration Statement Lawyers


Going Public LawyerSecurities Lawyer 101 Blog A registration statement on Form S-1 can be used to register various types of securities offerings and transactions with the Securities and Exchange Commission ( SEC ).   Form S-1 provides issuers with flexibility in the types of securities that can be registered.  Hiring the right Form S-1 Registration Statement Lawyer can help the company structure its transaction in the most effective manner. Form... Read MoreGoing Public Lawyer
http://www.securitieslawyer101.com/2014/form-s-1-registration-statement-lawyer/

Direct Accredited Crowdfunding Offerings | Compliance & Procedures


Going Public LawyerThe offer and sale of securities pursuant to Rule 506(c) of Regulation D under the Securities Act of 1933, as amended allows a company to use general solicitation and advertising to raise an unlimited amount of money from accredited investors.  Companies can raise the funds themselves or use an intermediary such as an accredited crowdfunding platform. Some companies may choose... Read MoreGoing Public Lawyer
http://www.securitieslawyer101.com/2014/direct-accredited-crowdfunding-offerings-compliance-procedures/

Monday, December 29, 2014

Form 8-K Disclosures of Shareholder Meetings


Going Public LawyerCompanies with a class of securities registered under the Securities Exchange Act of 1934, as amended are required to file periodic reports with the Securities and Exchange Commission ( SEC ).  These reports include annual reports on Form 10-K, quarterly reports on Form 10-Q and current information reports on Form 8-K.   Under Item 5.07 of Form 8-K, issuers must disclose the... Read MoreGoing Public Lawyer
http://www.securitieslawyer101.com/2014/form-8-k-disclosures-shareholder-meetings/

Crowdfunding Platforms to Watch in 2015


Going Public LawyerIt has been more than a year and the SEC has not finalized its rules with respect to equity crowdfunding under the Title III of the JOBS Act which would allow an issuer to raise up to $1 million from the sale of securities from non-accredited investors through online funding portals. Despite this equity and intrastate crowdfunding have progressively marched... Read MoreGoing Public Lawyer
http://www.securitieslawyer101.com/2014/crowdfunding-platforms-watch-2015/

Accredited Investor Verification Providers


 “Accredited Crowdfunding” under Rule 506(c) of Regulation D of the Securities Act of 1933, as amended allows an issuer to use general solicitation in connection with its private placement of securities.  Rule 506(c) requires the issuer to take...
http://www.securitieslawyer101.com/2014/accredited-investor-verification-providers/

Crowdfunding Options for Private Companies


Sometimes, a company seeking to raise capital may not want to spend the time and expense of an initial public or direct public offering.  In such circumstances, the company should consider an exempt offering.  Even though the SEC has not created th...
http://www.securitieslawyer101.com/2014/crowdfunding-options-private-companies/

Sunday, December 28, 2014

E-Cigarette Scams – American Heritage International


Going Public LawyerSecurities Lawyer 101 Blog Last week, the Financial Industry Regulatory Agency (“FINRA”) issued an investor alert concerning companies touting new technology for electronic cigarettes, often called e-cigarettes. The SEC recently announced a trading suspension of American Heritage International (AHII), a company that purports to make disposable electronic cigarettes, because of concerns about manipulative activity related to its common shares.  E-cigs... Read MoreGoing Public Lawyer
http://www.securitieslawyer101.com/2014/e-cigarette-scams-american-heritage-international/

E-Cigarette Scams - American Heritage International


Securities Lawyer 101 Blog Last week, the Financial Industry Regulatory Agency (“FINRA”) issued an investor alert concerning companies touting new technology for electronic cigarettes, often called e-cigarettes. The SEC recently announced a tr...
http://www.securitieslawyer101.com/2014/e-cigarette-scams-american-heritage-international/

Why Go Public in 2015?


For many private companies, "going public" is about more than just raising capital. It's a sign of accomplishment. Direct public offering (“DPO”) have replaced Initial Public Offerings as a means for small businesses to obtain public company stat...
http://www.securitieslawyer101.com/2014/23695/

Friday, December 26, 2014

Overview of Disclosures Drafted by a Going Public Lawyer


Going Public LawyerPrivate companies seeking public company status should weigh the benefits and risks before going public. The right going public attorney can help you weigh these risks and avoid many of the pitfalls surrounding going public transactions.  Going public lawyers draft  most disclosures during the process and respond to SEC and FINRA comments. Why Go Public? Ask a Going Public Attorney Almost... Read MoreGoing Public Lawyer
http://www.securitieslawyer101.com/2014/disclosures-going-public-lawyer/

SEC Actions & Administrative Proceedings


Going Public LawyerMost public companies realize that the Securities and Exchange Commission (the “SEC”) is a law enforcement agency.  SEC Actions can involve a case in federal court or an administrative action. Any SEC action should be taken seriously. SEC actions can result in penalties, fines and injunctions and lead to referrals to criminal agencies. The SEC’s Enforcement Division functions as the enforcement arm of... Read MoreGoing Public Lawyer
http://www.securitieslawyer101.com/2014/sec-actions-administrative-proceedings/

Schedule 14-A Lawyers


Going Public LawyerSecurities Lawyer 101 Blog Schedule 14-A contains the SEC s proxy rules.  Public companies hold a stockholders meeting annually and hold special meetings to vote on special corporate actions such as name changes and mergers.  Shareholder voting on takes place either in person or by proxy.  Proxy solicitation is governed by a number of rules and regulations including: (i) state corporate law;... Read MoreGoing Public Lawyer
http://www.securitieslawyer101.com/2014/schedule-14-lawyers/

Schedule 14-C Lawyers


Going Public LawyerSecurities Lawyer 101 Blog Often public companies hold a stockholders meeting annually and hold special meetings to vote on special corporate actions such as name changes and mergers.  Other times, public companies take action by the written consent of the issuer s shareholders. Schedule 14-C sets forth the requirements for SEC reporting companies whose shareholders approve an action by written consent.... Read MoreGoing Public Lawyer
http://www.securitieslawyer101.com/2014/schedule-14-c-lawyers/

Thursday, December 25, 2014

OTC Pink Companies and Consultant Compensation


Going Public LawyerIt has become almost routine for OTC Markets listed issuers to pay for consulting services with their restricted shares of common stock.   For non-reporting companies, such as OTC Pink Sheets, the company usually enters into an employment agreement with the consultant and/or service provider.The employment and/or consulting agreement should address the term of service, compensation and scope of services to... Read MoreGoing Public Lawyer
http://www.securitieslawyer101.com/2014/otc-pink-companies-consultant-compensation/

Wednesday, December 24, 2014

What is a Sponsoring Market Maker?


Going Public LawyerThe last step in a going public transaction is for the company to receive a stock trading or ticker symbol from the Financial Industry Regulatory Authority (“FINRA”).  For a company to obtain its ticker symbol, a sponsoring market maker ( Sponsoring Market Maker ) must sponsor the company s application and submit a Form 211 to FINRA on the issuer’s behalf.  Sponsoring Markets Makers have become... Read MoreGoing Public Lawyer
http://www.securitieslawyer101.com/2014/what-is-sponsoring-market-maker/

What is a Sponsoring Market Maker?


Securities Lawyer 101 Blog The last step in a going public transaction is for the company to receive a stock trading or ticker symbol from the Financial Industry Regulatory Authority (“FINRA”).  For a company to obtain its ticker sym...
http://www.securitieslawyer101.com/2014/sponsoring-market-maker-2/

Tuesday, December 23, 2014

SEC Proposes Exchange Act Registration Thresholds


Going Public LawyerClient Alert On December 18, 2014, the SEC issued proposals required by the JOBS Act intended to permit non-reporting issuers to delay or avoid becoming SEC reporting companies.  To accomplish this, the Securities Exchange Act of 1934, as amended (the “Exchange Act”) was amended to increase the threshold number of record holders that triggering an issuer’s obligation to register the class of equity... Read MoreGoing Public Lawyer
http://www.securitieslawyer101.com/2014/sec-proposes-exchange-act-registration-thresholds-required-jobs-act/

NASAA Announces Form D Electronic Filing Portal


Going Public LawyerClient Alert The North American Securities Administrators Association (“NASAA”) has launched its Electronic Filing Depository (“EFD”) for Rule 506 Form D filings.  NASAA’s EFD was created to allow companies to post Form D’s for Rule 506 offerings online through NAASA’s EFD website.   Rule 506 of Regulation D is a safe harbor for private offerings under Section 4(a)(2) of the Securities Act. Issuers relying on the Rule 506 do... Read MoreGoing Public Lawyer
http://www.securitieslawyer101.com/2014/nasaa-announces-form-d-electronic-filing-portal/

SEC Updates Edgar Manual


Going Public LawyerClient Alert On December 15, 2014, the SEC updated Volume I and Volume II of its EDGAR Filer Manual . Changes to the Edgar Manual include: A new exhibit type EX 1.01 is now available on EDGARLink Online for submission form types SD and SD/A. Issuers filing a conflict minerals report should specify Item 1.02 on a Form SD or SD/A submission and attach... Read MoreGoing Public Lawyer
http://www.securitieslawyer101.com/2014/sec-updates-edgar-manual/

SEC Proposes Exchange Act Registration Thresholds Required by JOBS Act


Going Public LawyerClient Alert On December 18, 2014, the SEC issued proposals required by the JOBS Act intended to permit non-reporting issuers to delay or avoid becoming SEC reporting companies.  To accomplish this, the Securities Exchange Act of 1934, as amended (the “Exchange Act”) was amended to increase the threshold number of record holders that triggering an issuer’s obligation to register the class of equity... Read MoreGoing Public Lawyer
http://www.securitieslawyer101.com/2014/sec-proposes-exchange-act-registration-thresholds-required-jobs-act/

Monday, December 22, 2014

Form F-1 Registration Statements


Going Public LawyerTypically, 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 and Exchange Commission (“SEC”) under the Securities Act of 1933, as amended (the “Securities Act”) or by registering a class of securities under the Securities Exchange Act of 1934 (the “Exchange Act”).... Read MoreGoing Public Lawyer
http://www.securitieslawyer101.com/2014/form-f-1-registration-statements/

SEC Charges Staten Island Company in Boiler Room Scheme Targeting Elderly


Going Public LawyerOn December 18, 2014, the Securities and Exchange Commission (“SEC”) charged a Staten Island company called Premier Links Inc. and its former president and two sales representative, Dwayne Malloy, Chris Damon, and Theirry Ruffin, with running a boiler room scheme that targeted seniors.  The SEC has warned of the vulnerability of the elderly and others to cold-calling campaigns in an... Read MoreGoing Public Lawyer
http://www.securitieslawyer101.com/2014/sec-charges-staten-island-company-boiler-room-scheme-targeting-elderly-investors/

SEC Charges Staten Island Company in Boiler Room Scheme Targeting Elderly Investors


On December 18, 2014, the Securities and Exchange Commission (“SEC”) charged a Staten Island company called Premier Links Inc. and its former president and two sales representative, Dwayne Malloy, Chris Damon, and Theirry Ruffin, with running a b...
http://www.securitieslawyer101.com/2014/sec-charges-staten-island-company-boiler-room-scheme-targeting-elderly-investors/

Fugitive Ponzi Schemer Uses Proceeds to Cryogenically freeze Wife


Ponzi schemes are nothing new, but unwary investors continue to fall for them, lured by the prospect of improbably large returns.  Typically, the scammers who run these frauds make few actual investments in the markets; they simply keep the money th...
http://www.securitieslawyer101.com/2014/fugitive-ponzi-schemer-uses-proceeds-cryogenically-freeze-wife/

Form S-3 Registration Statements


Going Public LawyerForm S-3 is a short-form registration statement that consists primarily of information about the specific transaction.  Only certain eligible issuers can register a securities offering on Form S-3 upon completion of their going public transaction.  Most of the information required by Regulation S-K can be incorporated by reference from the issuer s current and future periodic reports and proxy statements filed... Read MoreGoing Public Lawyer
http://www.securitieslawyer101.com/2014/form-s-3-registration-statement/

Secondary Registration Statements


Going Public LawyerSecurities Lawyer 101 Blog Going public transactions can be structured a variety of ways.  Many going public transactions involve the filing of a secondary registration statement with the Securities and Exchange Commission (“SEC”) registering shares held by existing stockholders so that the issuer can meet FINRA s requirements.This type of offering is known as a  secondary offering or secondary registration statement.  In a secondary... Read MoreGoing Public Lawyer
http://www.securitieslawyer101.com/2014/secondary-registration-statements/

Going Public Forms


Going Public LawyerOne of the primary purposes of the federal securities laws is to require companies making a public offering of securities to disclose material business and financial information so that investors may make informed investment decisions. The securities laws require issuers to file registration statements with the Securities and Exchange Commission, setting forth these disclosures, before offering their securities to the public. Many issuers... Read MoreGoing Public Lawyer
http://www.securitieslawyer101.com/2014/going-public-forms/

NASAA Launches Rule 506 Form D EFD


Securities Lawyer 101 Blog The North American Securities Administrators Association (“NASAA”) has launched its Electronic Filing Depository (“EFD”) for Rule 506 Form D filings.  NASAA’s EFD was created to allow companies to post Form D
http://www.securitieslawyer101.com/2014/nasaa-rule-506-form-d-efd/

SEC Proposes Amendments to Implement JOBS Act


Going Public LawyerOn December 19, 2014,  the Securities and Exchange Commission as mandated by the Jumpstart Our Business Startups Act (JOBS Act), approved the issuance of proposed amendments to revise the rules related to the thresholds for registration, termination of registration, and suspension of reporting under Section 12(g) of the Securities Exchange Act. Registration under the Exchange Act is accomplished on Form... Read MoreGoing Public Lawyer
http://www.securitieslawyer101.com/2014/sec-proposes-amendments-implement-jobs-act/

SEC Proposes Amendments to Implement JOBS Act


On December 19, 2014,  the Securities and Exchange Commission (the "SEC") as mandated by the Jumpstart Our Business Startups Act (JOBS Act), approved the issuance of proposed amendments to revise the rules related to the thresholds for registration,...
http://www.securitieslawyer101.com/2014/sec-proposes-amendments-implement-jobs-act/

Sunday, December 21, 2014

Money Laundering 101


Going Public LawyerSecurities 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 BSA, also called the Currency and Foreign Transactions Reporting Act, was passed by Congress in 1970. The BSA s  regulations apply to broker-dealers as well as to banks and... Read MoreGoing Public Lawyer
http://www.securitieslawyer101.com/2014/money-laundering-activity/

OTCQB Quotation, Listing, Eligibility & Quotation


Going Public LawyerOTC Markets Group (“OTC Markets”) requires companies seeking quotation of their securities on the OTCQB® Venture Stage Marketplace (the “OTCQB”) have an initial and ongoing $0.01 per share minimum bid price, submit an initial OTCQB application, pay annual fees, and submit annual certifications to the OTC Markets. Companies that do not meet all of these requirements are demoted to the... Read MoreGoing Public Lawyer
http://www.securitieslawyer101.com/2014/otcqb-quotation-listing-eligibility-quotation/

OTC Link® ATS


Going Public LawyerOTC Link LLC (OTC Link) is owned by OTC Markets Group Inc.  OTC Link is an electronic inter-dealer quotation system that displays quotes from broker-dealers for many over-the-counter (OTC) securities.  OTC Link is registered with the SEC as a broker-dealer and as an alternative trading system, and is a member of FINRA.  Most of the issuers quoted by the OTC... Read MoreGoing Public Lawyer
http://www.securitieslawyer101.com/2014/otc-link-ats/

Listing on the OTCQX International


Going Public LawyerOTC Markets Group organizes securities into the OTCQX®, OTCQB® and OTC Pink® categories based on the level of disclosure provided and the listing fees paid by the issuer. The OTCQX tier is considered to be the highest tier offered by the OTC Markets and the most prestigious in going public transactions for issuers that unable to qualify for stock exchange... Read MoreGoing Public Lawyer
http://www.securitieslawyer101.com/2014/listing-otcqx-international/

The Roles of a Going Public Attorney


Going Public LawyerThe role of the going public attorney is one of the most important in the going public process. The going public attorneys at Hamilton & Associates Law Group have provided private companies with their going public solutions for over ten years. A skilled going public attorney can design and implement the going public structure most beneficial to your company without the risks associated with reverse merger transactions.... Read MoreGoing Public Lawyer
http://www.securitieslawyer101.com/2014/roles-going-public-attorney/

OTC Markets FAQ


What types of companies are traded on the OTCQX, OTCQB and OTC Pink marketplaces? Companies that trading on the OTC Markets span a broad range of sectors, from the ADRs of large cap conglomerates to small and micro-cap growth companies, SEC report...
http://www.securitieslawyer101.com/2014/otc-markets-faq/

The Going Public Lawyer’s Dictionary


Going Public LawyerThe Going Public Lawyer s Dictionary was created to assist companies to understand the terminology they will need to understand during their going public transaction. Accredited Investor An accredited investor  is defined in Rule 501 of Regulation D.  An accredited investor includes Acquisition An acquisition occurs when an individual or entity purchases a majority interest in another business entity. Annual Meeting... Read MoreGoing Public Lawyer
http://www.securitieslawyer101.com/2014/going-public-lawyers-dictionary/

Going Public Lawyer’s Guide to Going Public


Going Public LawyerThe Going Public Lawyers Guide to Going Public E-Book by Hamilton & Associates Securities Law Going Public transactions can be structured a number 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... Read MoreGoing Public Lawyer
http://www.securitieslawyer101.com/2014/going-public-lawyers-guide-to-going-public/

Practice Areas – The Going Public Lawyers


Going Public LawyerHamilton & Associates Law Group encompasses a wide variety of going public, corporate and securities law specialties, including, among others, continuing forensic analysis of domestic and international financial, stock trading, securities and money laundering transactions, general representation of private and public companies; all stages of capital formation transactions, from venture capital and private placements to initial and secondary public offerings... Read MoreGoing Public Lawyer
http://www.securitieslawyer101.com/2014/practice-areas-going-public-lawyers/

Services – Going Public Lawyers – Direct Public Offerings


Going Public LawyerThe going public lawyers at Hamilton & Associates Law Group provides private and public companies with representation in various types of going public transactions, securities related transactions, SEC disclosure, SEC defense, and business law. The services include Securities and Exchange Commission (SEC) disclosure and compliance, preparation and review of registration statements filed pursuant to the Securities Act of 1933 and the... Read MoreGoing Public Lawyer
http://www.securitieslawyer101.com/2014/services-going-public-lawyers/

Notable Representation – Hamilton & Associates


Going Public LawyerThe going public attorneys at Hamilton & Associates have represented issuers seeking to direct public offerings, secondary offerings andi nitial public offerings. The firm has represented more than 300 corporate entities and market participants in securities and corporate finance matters. The firm’s founder, securities lawyer, Brenda Hamilton, is recognized for her experience in forensic analysis of securities transactions involving trading activity, reverse mergers, short sales and securities transfers.... Read MoreGoing Public Lawyer
http://www.securitieslawyer101.com/2014/notable-representation/

Friday, December 19, 2014

Avon Products Charged with Foreign Corrupt Practices Act Violations


Going Public LawyerOn December 17, 2014, the Securities and Exchange Commission (the “SEC”) charged Avon Products Inc. with violating the Foreign Corrupt Practices Act (FCPA) by failing to put controls in place to detect and prevent payments and gifts to Chinese government officials from employees and consultants at a subsidiary. Avon entities agreed to pay a total of $135 million to settle... Read MoreGoing Public Lawyer
http://www.securitieslawyer101.com/2014/avon-products-charged-foreign-corrupt-practices-act-violations/

SEC Settles Charges Against Joseph Saranello


On December 17, 2014, the Securities and Exchange Commission (the “SEC”)  announced settled charges against Joseph Saranello who participated in a pump-and-dump scheme involving the stock of Rudy Nutrition. The SEC previously charged thirteen ot...
http://www.securitieslawyer101.com/2014/sec-settles-charges-joseph-saranello/

Avon Products Charged with Foreign Corrupt Practices Act Violations


On December 17, 2014, the Securities and Exchange Commission (the “SEC”) charged Avon Products Inc. with violating the Foreign Corrupt Practices Act (FCPA) by failing to put controls in place to detect and prevent payments and gifts to Chinese go...
http://www.securitieslawyer101.com/2014/avon-products-charged-foreign-corrupt-practices-act-violations/

Why Transfer Agent Rules Need to be Updated


On December 17, 2014, Luis A. Aguilar released a public statement about why the rules surrounding transfer agents should be updated and modernized.  Unfortunately, the rules governing transfer agents were adopted in the 70's and 80's and have not ke...
http://www.securitieslawyer101.com/2014/transfer-agent-rules-need-updated/

Wednesday, December 17, 2014

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/

Monday, December 15, 2014

CANN Settles Lawsuit Against Stephen Calandrella


Going Public LawyerOn September 25, 2014, Advanced Cannabis Solutions, Inc. ( CANN ) sued Stephen G. Calandrella, one of the company s biggest investors.  Though that may seem paradoxical, CANN alleges in a lawsuit that Calandrella critically damaged the company.  Last spring, on March 27, the Securities and Exchange Commission (“SEC”) suspended trading in CANN s stock, citing “questions regarding whether certain undisclosed affiliates and shareholders... Read MoreGoing Public Lawyer
http://www.securitieslawyer101.com/2014/cann-settles-lawsuit-stephen-calandrella/

SEC Charges Treaty Energy, Management & Attorney


On December 15, 2014, Securities and Exchange Commission (the “SEC”) charged Treaty Energy Corporation, Ronald L. Blackburn, Andrew V. Reid, Bruce A. Gwyn, Michael A. Mulshine, Lee C. Schlesinger and Samuel E. Whitley with running a stock trading...
http://www.securitieslawyer101.com/2014/sec-charges-treaty-energy-management-attorney/

Doug Furth Indicted in Kickback Scheme


Going Public LawyerOn December 12, 2014, the  Securities and Exchange Commission ( SEC ) filed a civil injunctive action in the United States District Court for the Eastern District of New York, charging Douglas Furth, a stock promoter who resides in Solon, Ohio, with manipulating the common stock of SearchPath HCS, Inc. ( SearchPath ).  On the same day Furth was criminal charged in connection with the... Read MoreGoing Public Lawyer
http://www.securitieslawyer101.com/2014/doug-furth-charged-securities-fraud/

Doug Furth Charged With Securities Fraud


On December 12, 2014, the Securities and Exchange Commission ("SEC") filed a civil injunctive action in the United States District Court for the Eastern District of New York, charging Douglas Furth, a stock promoter who resides in Solon, Ohio, with m...
http://www.securitieslawyer101.com/2014/doug-furth-charged-securities-fraud/

Sunday, December 14, 2014

The Going Public Attorney's Document Review


Securities Lawyer 101 Blog The securities laws require companies to disclose a myriad of facts during the going public process. These stringent disclosure requirements apply to private companies going public on national securities exchanges and OT...
http://www.securitieslawyer101.com/2013/going-public-attorney-review/

The Going Public Attorney's Document Review


Securities Lawyer 101 Blog The securities laws require companies to disclose a myriad of facts during the going public process. These stringent disclosure requirements apply to private companies going public on national securities exchanges and OT...
http://www.securitieslawyer101.com/2013/going-public-attorney-review/

Tuesday, December 9, 2014

Attorney Richard Weed Indicted After Reverse Merger


Going Public LawyerOn December 4, 2014, Richard Weed ( Weed ), a securities lawyer, was indicted on eleven criminal charges by a grand jury in the U.S. District Court for the District of Massachusetts in connection with an alleged pump-and-dump scheme that defrauded investors in CitySide Tickets Inc., formerly Amogear Inc.  The indictment charges Weed with one count of conspiracy to commit securities fraud and... Read MoreGoing Public Lawyer
http://www.securitieslawyer101.com/2014/richard-weed-indicted-reverse-merger/

Richard Weed Indicted After Reverse Merger


On December 4, 2014, Richard Weed ("Weed"), a securities lawyer, was indicted on eleven criminal charges by a grand jury in the U.S. District Court for the District of Massachusetts in connection with an alleged pump-and-dump scheme that defrauded in...
http://www.securitieslawyer101.com/2014/richard-weed-indicted-reverse-merger/

Section 3(a)(10) l The Paper Crime Exemption


Securities Lawyer 101 Blog Section 3(a)(10) of the Securities Act of 1933 (the "Securities Act") provides an exemption from registration that permits a company to issue common stock to public investors "in exchange for one or more bona fide outstand...
http://www.securitieslawyer101.com/2014/section-3-a-10-2/

SEC Sanctions Firms For Lack of Auditor Independence


On December 8, 2014, the Securities and Exchange Commission (the "SEC") sanctioned eight firms for violating auditor independence rules when they prepared the financial statements of brokerage firms that were their audit clients.   The SEC determin...
http://www.securitieslawyer101.com/2014/sec-sanctions-firms-lack-auditor-independence/

SEC Sanctions Bitcoin Stock Exchange Operator


On December 8, 2014, the Securities and Exchange Commission (the “SEC”) announced sanctions against a computer programmer for operating two online venues that traded securities using virtual currencies Bitcoin or Litecoin without being registered...
http://www.securitieslawyer101.com/2014/sec-sanctions-bitcoin-stock-exchange-operator/

Friday, December 5, 2014

SEC Targets Another Promoter For a Reverse Merger Scheme


  Securities Law Blog Yesterday, the Securities and Exchange Commission (the "SEC") charged another promoter in connection with a reverse merger issuer.  Matthew Carley, a penny stock promoter in Montana with orchestrating a fraudulent pump-...
http://www.securitieslawyer101.com/2014/sec-targets-another-promoter-reverse-merger-scheme/

SEC Charges Traders Cafe Founders as Unregistered Brokers


The Securities & Exchange Commission (the "SEC") announced securities fraud charges against Albert J. Scipione and Matthew P. Ionno who they allege pursued investors to set up accounts at their Traders Café for day trading.  Traders Café fun...
http://www.securitieslawyer101.com/2014/sec-charges-traders-cafe-founders-unregistered-brokers/

Thursday, December 4, 2014

SEC Announces Securities Fraud Charges in Senior Residency Scam


Going Public LawyerSecurities Law Blog On December 3, 2014, the Securities and Exchange Commission (the “SEC”) announced securities fraud charges against Laurie Bebo and John Buono two executives at an assisted living facility accused of listing fake occupants to meet the requirements to operate the facilities. The SEC Enforcement Division alleges that then-CEO Laurie Bebo and then-CFO John Buono devised the securities... Read MoreGoing Public Lawyer
http://www.securitieslawyer101.com/2014/sec-announces-securities-fraud-charges-senior-residency-scam/

Monday, December 1, 2014

FINRA’s OTCBB Replacement To Report Six Digit Trade Prices


Going Public LawyerSecurities Lawyer 101 Blog Recently, the Financial Industry Regulatory Authority (“FINRA”) announced its intention to shut down the OTCBB.com website it had run for many years. FINRA originally tried to sell the site and the accompanying trading platform, but the effort failed as OTC Markets Group s OTC Link became the platform of choice for nearly all OTC issuers. That was... Read MoreGoing Public Lawyer
http://www.securitieslawyer101.com/2014/finras-otcbb-replacement-report-six-digit-trade-prices/

FINRA's OTCBB Replacement To Report Six Digit Trade Prices


Securities Lawyer 101 Blog Recently, the Financial Industry Regulatory Authority (“FINRA”) announced its intention to shut down the OTCBB.com website it had run for many years. FINRA originally tried to sell the site and the accompanying trading...
http://www.securitieslawyer101.com/2014/finras-otcbb-replacement-report-six-digit-trade-prices/