Securities Lawyer 101 l Brenda Hamilton

Securities Lawyer 101 l Brenda Hamilton

Thursday, November 5, 2015

Settlement Reached in Vladimir Eydelman Insider Trading Case


Going Public LawyerOn October 23, 2015 the Securities and Exchange Commission (SEC) announced a settlement with a stockbroker who was previously charged with insider trading in advance of over a dozen pending corporate transactions. These charges found Vladimir Eydelman guilty of insider trading and claims... Read MoreGoing Public Lawyer
https://www.securitieslawyer101.com/2015/settlement-reached-in-vladimir-eydelman-insider-trading-case/

Why Operation Shell Expel Gets an F


Between January of 2000 and present, the Securities and Exchange Commission (the "SEC") has suspended or halted thousands of publicly traded companies under its highly publicized agenda known as Operation shell Expel.  Many were dormant penny s...
https://www.securitieslawyer101.com/2015/why-operation-shell-expel-gets-an-f/

Darren Ofsink Indicted – Securities Lawyers Gone Wild


Going Public LawyerOn November 4, 2015, the U.S. Attorney for the Eastern District of New York announced that Darren Ofsink, a Manhattan attorney and founder of Ofsink LLC; Michael Morris, a registered broker and managing director of Halcyon Cabot Partners, Ltd.... Read MoreGoing Public Lawyer
https://www.securitieslawyer101.com/2015/securities-lawyers-gone-wild-darren-ofsink-indicted/

Default Judgment Grants Full Relief Against Premiere Power and Its Chairman in Offering Fraud


Going Public LawyerOn October 21, 2015 the Securities and Exchange Commission (SEC) announced that on October 9, 2015, the United States District Court for the Southern District of New York entered default judgments against Premiere Power, LLC and its Chairman,... Read MoreGoing Public Lawyer
https://www.securitieslawyer101.com/2015/default-judgment-grants-full-relief-against-premiere-power-and-its-chairman-in-offering-fraud/

Securities Lawyers Gone Wild - Darren Ofsink Indicted


On November 4, 2015, the U.S. Attorney for the Eastern District of New York announced that Darren Ofsink, a Manhattan attorney and founder of Ofsink LLC; Michael Morris, a registered broker and managing director of Halcyon Cabot Partners, Ltd. (Ha...
https://www.securitieslawyer101.com/2015/securities-lawyers-gone-wild-darren-ofsink-indicted/

Donald Lester and His Private Firm Charged with Fraud


Going Public LawyerOn October 16, 2015, the Securities and Exchange Commission (SEC) filed fraud and other charges against Donald Lester and his private equity firm, Rubicon Alliance, LLC ( Rubicon ). According to the SEC s fraud complaint, from about January 2010 through December... Read MoreGoing Public Lawyer
https://www.securitieslawyer101.com/2015/donald-lester-and-his-private-firm-charged-with-fraud/

Keeping A Close Watch On Equity Crowdfunding


Going Public LawyerWith equity crowdfunding now legal, we can expect to see the Securities & Exchange Commission (“SEC”) keeping a close watch for unregistered broker dealers and funding portals. In an administrative proceeding a few weeks ago, the SEC ordered... Read MoreGoing Public Lawyer
https://www.securitieslawyer101.com/2015/keeping-a-close-watch-on-equity-crowdfunding/

Schedule 13D and 13G Filing Requirements Securities Lawyer 101 Q&A


Going Public LawyerCommon Questions About Schedule 13D and 13G Filing Requirements For Public Companies In going public transactions, a company can register a class of securities and thereby become subject to the SEC’s reporting requirements by filing a Form 10... Read MoreGoing Public Lawyer
https://www.securitieslawyer101.com/2015/schedule-13d-and-13g-filing-requirements-securities-lawyer-101-qa/

Hedge Fund Manager Lonny Bernath Charged with Fraud


Going Public LawyerOn October 13, 2015, the Securities and Exchange Commission (SEC) charged a hedge fund manager from Charlotte, Lonny Bernath, with defrauding investors in three hedge funds over several years. The SEC filed a complaint stating that between at least 2007 and 2011, Bernath instructed three funds that were managed by his investment advisory firm to make loans to and investments in illiquid real... Read MoreGoing Public Lawyer
https://www.securitieslawyer101.com/2015/hedge-fund-manager-lonny-bernath-charged-with-fraud/

SEC Obtains Summary Judgment Against Andrew Farmer in Pump-And-Dump Scheme


Going Public LawyerThe Securities and Exchange Commission (SEC) announced on October 9, 2015, that on October 7, 2015, it secured a summary judgment on all of its claims against Andrew Farmer in a market manipulation case involving the securities of Chimera Energy Corp.  The SEC suspended trading in Chimera Energy stock in 2012. In its memorandum and order, the Honorable Keith I. Ellison of the... Read MoreGoing Public Lawyer
https://www.securitieslawyer101.com/2015/sec-obtains-summary-judgment-against-andrew-farmer-in-pump-and-dump-scheme/

Default Judgment Grants Full Relief Against Premiere Power and Its Chairman in Offering Fraud


On October 21, 2015 the Securities and Exchange Commission (SEC) announced that on October 9, 2015, the United States District Court for the Southern District of New York entered default judgments against Premiere Power, LLC and its Chairman, Jerry J...
https://www.securitieslawyer101.com/?p=32508

Donald Lester and His Private Firm Charged with Fraud


On October 16, 2015, the Securities and Exchange Commission (SEC) filed fraud and other charges against Donald Lester and his private equity firm, Rubicon Alliance, LLC ("Rubicon"). According to the SEC's fraud complaint, from about January 2010 thr...
https://www.securitieslawyer101.com/?p=32498

Friday, October 30, 2015

Equity Crowdfunding Approved - Going Public Attorney

Equity Crowdfunding Approved - Going Public Attorney

The Securities and Exchange Commission voted 3-1 to approve the long awaited equity crowdfunding rules. Equity Crowdfunding was adopted pursuant to Title III of the Jumpstart Our Business Act (JOBS Act). As adopted today, the rule allows companies to raise up to $1 million every 12 months in a crowdfunding campaign using an online funding portal or registered broker-dealer.
While the rules do allow non-accredited investors to participate, there are caps on the amounts that may be invested. Commissioner Michael Piwowar had harsh statements for the new rule pointing out the risks to both investors and small companies who failed to comply with the myriad of confusing and complex requirements of the equity crowdfunding exemption. He stated, “I fear that many traps for the unwary are hidden in the regulations, creating potential nightmares for small business owners that fail to place regulatory compliance at the top of their business plans. Such burdens will spook many small businesses from pursuing crowdfunding as a viable path to raising capital”

Equity Crowdfunding Approved - Going Public Attorney

Equity Crowdfunding Approved - Going Public Attorney

The Securities and Exchange Commission voted 3-1 to approve the long awaited equity crowdfunding rules. Equity Crowdfunding was adopted pursuant to Title III of the Jumpstart Our Business Act (JOBS Act). As adopted today, the rule allows companies to raise up to $1 million every 12 months in a crowdfunding campaign using an online funding portal or registered broker-dealer.
While the rules do allow non-accredited investors to participate, there are caps on the amounts that may be invested. Commissioner Michael Piwowar had harsh statements for the new rule pointing out the risks to both investors and small companies who failed to comply with the myriad of confusing and complex requirements of the equity crowdfunding exemption. He stated, “I fear that many traps for the unwary are hidden in the regulations, creating potential nightmares for small business owners that fail to place regulatory compliance at the top of their business plans. Such burdens will spook many small businesses from pursuing crowdfunding as a viable path to raising capital”

Monday, October 12, 2015

Most  private companies are unable to locate an underwriter prior to going public. Regulation A+ provides a new option for issuers seeking to raise capital without an underwriter. A direct public offering (“Direct Public Offering”) provides a viable solution to this dilemma. A Direct Public Offering allows a company to sell its shares directly to investors without the use of an underwriter. With a Direct Public Offering, the company files a registration statement with the Securities and Exchange Commission (“SEC”) under the Securities Act of 1933, as amended (the “Securities Act”).Typically, in going public transaction Form S-1 (”S-1”) registration statements are used. Regulation A+ is a viable alternative to Form S-1 with scaled down disclosure requirements. Tier 1 offerings allow the issuer to offer and sell up to $20 million in a 12-month period. Tier 1 offerings do not preempt state Blue Sky laws. Tier 2 offerings allow the issuer to raise up to $50 million in a 12-month period. A notable advantage of Tier 2 over Tier 1 offerings is preemption of state Blue Sky laws. Tier 2 offerings require the issuer to provide audited financial statements and comply with ongoing reporting obligations.
A company can use Regulation A+ like a Form S-1 registration statement to register securities on its own behalf in an initial public offering, register securities on behalf of its selling security holders in a secondary offering or register securities on its own behalf as well as for selling security holders.

Going Public With A DPO - Going Public Securities Attorneys

Going Public WitMost  private companies are unable to locate an underwriter prior to going public. Regulation A+ provides a new option for issuers seeking to raise capital without an underwriter. A direct public offering (“Direct Public Offering”) provides a viable solution to this dilemma. A Direct Public Offering allows a company to sell its shares directly to investors without the use of an underwriter. With a Direct Public Offering, the company files a registration statement with the Securities and Exchange Commission (“SEC”) under the Securities Act of 1933, as amended (the “Securities Act”).

Typically, in going public transaction Form S-1 (”S-1”) registration statements are used. Regulation A+ is a viable alternative to Form S-1 with scaled down disclosure requirements. Tier 1 offerings allow the issuer to offer and sell up to $20 million in a 12-month period. Tier 1 offerings do not preempt state Blue Sky laws. Tier 2 offerings allow the issuer to raise up to $50 million in a 12-month period. A notable advantage of Tier 2 over Tier 1 offerings is preemption of state Blue Sky laws. Tier 2 offerings require the issuer to provide audited financial statements and comply with ongoing reporting obligations.
A company can use Regulation A+ like a Form S-1 registration statement to register securities on its own behalf in an initial public offering, register securities on behalf of its selling security holders in a secondary offering or register securities on its own behalf as well as for selling security holders.h A DPO - Going Public Securities Attorneys

Sunday, October 11, 2015

SEC Charges Eldrick Woodley with Embezzlement of Client Funds


Going Public LawyerThe Securities and Exchange Commission (SEC) on September 22, 1015, filed fraud charges against Eldrick Woodley, a Houston-based investment advisor, for the embezzlement of more than $147,000 in client capital. According to the SEC s complaint, filed in the U.S. District Court for the Southern District of Texas, Houston Division, Woodley, doing business as the advisory firm Woodley & Co. Wealth Strategies, undertook... Read MoreGoing Public Lawyer
https://www.securitieslawyer101.com/2015/sec-charges-eldrick-woodley-with-embezzlement-of-client-funds/

Saturday, October 10, 2015

SEC Charges Hitachi, LTD. With Violation of FCPA


Going Public LawyerThe Securities and Exchange Commission (SEC) on September 28, 2015 charged Tokyo-based conglomerate Hitachi, Ltd. with violating the Foreign Corrupt Practices Act (FCPA) when it falsified documents regarding payments to South Africa s ruling political party connected with contracts to construct two multi-billion dollar power plants. Hitachi has agreed to pay $19 million to settle the SEC charges. The SEC alleges that... Read MoreGoing Public Lawyer
https://www.securitieslawyer101.com/2015/sec-charges-hitachi-ltd-with-violaion-of-fcpa/

SEC Charges Trinity Capital Corporation with Fraud


The Securities and Exchange Commission (SEC) announced on September 28, 2015 that Trinity Capital Corporation and its wholly-owned subsidiary, Los Alamos National Bank, have agreed to pay $1.5 million to settle accounting fraud charges. An SEC inv...
https://www.securitieslawyer101.com/?p=32145

Friday, October 9, 2015

SEC Files Charges Against Ralph Pirtle and Morando Berrettini for Insider Trading


Going Public LawyerThe Securities and Exchange Commission (SEC) announced on September 25, 2015 that on September 24, 2015, a jury in federal district court in Chicago, Illinois, returned a verdict finding Ralph J. Pirtle and Morando Berrettini responsible for insider trading in the stocks of three companies: Lifeline Systems, Inc., Invacare, Inc., and Intermagnetics Corporation. The SEC’s first amended complaint, which was... Read MoreGoing Public Lawyer
https://www.securitieslawyer101.com/2015/sec-charges-ralph-pirtle-with-insider-trading/

Wednesday, October 7, 2015

SEC Charges Six in Securities Fraud Scheme


Going Public LawyerOn September 24, 2015 the Securities and Exchange Commission (SEC) charged six men, including a father and three sons, with securities fraud associated with Gerova Financial Group Ltd., whose shares once traded on the New York Stock Exchange. In a parallel action, the U.S. Attorney’s Office for the Southern District of New York announced criminal charges against the six: Jason Galanis, his... Read MoreGoing Public Lawyer
https://www.securitieslawyer101.com/2015/sec-charges-six-in-securities-fraud-scheme/

SEC Files Charges Against Ralph Pirtle and Morando Berrettini for Insider Trading


The Securities and Exchange Commission (SEC) announced on September 25, 2015 that on September 24, 2015, a jury in federal district court in Chicago, Illinois, returned a verdict finding Ralph J. Pirtle and Morando Berrettini responsible for insider ...
https://www.securitieslawyer101.com/?p=32130

Promised Riches In $32 Million Amber Mining Pyramid Scheme, Halted By The SEC


Going Public LawyerOn October 1, 2015, the Securities and Exchange Commission (“SEC”) announced it had frozen the assets and filed charges for fraud, against the operator of a worldwide pyramid scheme falsely promising investors that they would profit from a venture allegedly backed by the company’s enormous amber holdings. The SEC’s complaint, filed in federal court in Los Angeles, stated that California resident... Read MoreGoing Public Lawyer
https://www.securitieslawyer101.com/2015/promised-riches-in-32-million-amber-mining-pyramid-scheme-halted-by-the-sec/

FINRA Expels Halcyon Cabot Partners


The Financial Industry Regulatory Authority (FINRA) announced today that it has expelled Halcyon Cabot Partners, Ltd., and barred Chief Executive Officer Michael Morris and Chief Compliance Officer Ronald Heineman from the securities industry, fo...
https://www.securitieslawyer101.com/2015/finra-expels-halcyon-cabot-partners/

Tuesday, October 6, 2015

SEC Files Settled Aiding and Abetting Charges Against Joseph Apuzzo


Going Public LawyerOn September 8, 2015, Judge Alvin Thompson of the U.S. District Court for the District of Connecticut entered a judgment against Joseph Apuzzo, former Chief Financial Officer of Terex Corporation. Apuzzo consented, without admitting or denying the allegations in the SEC s complaint, to be permanently enjoined from violation of Sections 10(b) and 13(b)(5) of the Securities and Exchange Act of... Read MoreGoing Public Lawyer
https://www.securitieslawyer101.com/2015/sec-files-settled-aiding-and-abetting-charges-against-joseph-apuzzo/

Monday, October 5, 2015

Anthony Knight Barred, Enjoined, and Fined for Unregistered Securities


Going Public LawyerOn Thursday, September 3, 2015, United States District Court Judge Denis R. Hurley of the United States District Court for the Eastern District of New York issued an order and judgment imposing relief against Defendant Anthony Knight, the former Chairman of failed Long Island-based internet startup, iShopNoMarkup.com, Inc. Judge Hurley ordered Knight to pay $2.3 million in disgorgement, over $2.5... Read MoreGoing Public Lawyer
https://www.securitieslawyer101.com/2015/anthony-knight-barred-enjoined-fined-for-unregistered-securities/

SEC Files Settled Aiding and Abetting Charges Against Joseph Apuzzo


On September 8, 2015, Judge Alvin Thompson of the U.S. District Court for the District of Connecticut entered a judgment against Joseph Apuzzo, former Chief Financial Officer of Terex Corporation. Apuzzo consented, without admitting or denying the al...
https://www.securitieslawyer101.com/?p=32108

SEC Files Settled Aiding and Abetting Charges Against Joseph Apuzzo


On September 8, 2015, Judge Alvin Thompson of the U.S. District Court for the District of Connecticut entered a judgment against Joseph Apuzzo, former Chief Financial Officer of Terex Corporation. Apuzzo consented, without admitting or denying the al...
https://www.securitieslawyer101.com/?p=32108

Sunday, October 4, 2015

Former Officers of SMF Energy Corp. Charged by the SEC with Fraud


Going Public LawyerThe Securities and Exchange Commission (SEC) on September 25, 2015, announced financial fraud charges against four former SMF Energy Corp. officers, claiming that former CEO Richard E. Gathright, former chief financial officer Michael S. Shore, former chief accounting officer Laura P. Messenbaugh, and former senior vice president of sales and investor relations officer Robert W. Beard vastly inflated SMF s revenues... Read MoreGoing Public Lawyer
https://www.securitieslawyer101.com/2015/former-officers-of-smf-energy-corp-charged-by-the-sec-with-fraud/

Former Officers of SMF Energy Corp. Charged by the SEC with Fraud


The Securities and Exchange Commission (SEC) on September 25, 2015, announced financial fraud charges against four former SMF Energy Corp. officers, claiming that former CEO Richard E. Gathright, former chief financial officer Michael S. Shore, forme...
https://www.securitieslawyer101.com/?p=32102

SEC Charges Six in Securities Fraud Scheme


On September 24, 2015 the Securities and Exchange Commission (SEC) charged six men, including a father and three sons, with securities fraud associated with Gerova Financial Group Ltd., whose shares once traded on the New York Stock Exchange. In...
https://www.securitieslawyer101.com/?p=32019

Saturday, October 3, 2015

Consultant Charged With Insider Trading


Going Public LawyerOn September 23, 2015, the Securities and Exchange Commission (SEC) charged a consultant and his friend with insider trading in the options of P.F. Chang s China Bistro based on nonpublic information about an impending acquisition offer. The SEC claims that Richard G. Condon, a consultant to Panda Restaurant Group, tipped Jonathan Ross with confidential details about the bidding process for... Read MoreGoing Public Lawyer
https://www.securitieslawyer101.com/2015/consultant-charged-with-insider-trading/

Former Fannie Mae Executives Resolve Subprime and Reduced Documentation Disclosure Case with SEC


Going Public LawyerThe Securities and Exchange Commission (SEC) announced on September 22, 2015 that the Honorable Paul A. Crotty of the United States District Court for the Southern District of New York has entered an Order approving a stipulation and agreement between the SEC and defendants Enrico Dallavecchia, the former Chief Risk Officer of Fannie Mae, and Thomas Lund, Fannie Mae s former... Read MoreGoing Public Lawyer
https://www.securitieslawyer101.com/2015/former-fannie-mae-executives-resolve-subprime-and-reduced-documentation-disclosure-case-with-sec/

SEC Announces New Resource – Going Public Attorneys


Going Public LawyerPosted By the Going Public Attorneys On September 24, 2015, the Securities & Exchange Commission (SEC) announced a new resource on its website that is designed to enhance transparency by providing information about the SEC proposals and rulemaking in a single location. The SEC’s new online resource will streamline information making it easier for investors and market participants to follow specific... Read MoreGoing Public Lawyer
https://www.securitieslawyer101.com/2015/sec-announces-resource-going-public-attorneys/

Thursday, October 1, 2015

SEC v. Two Men Who Defrauded Investors


Going Public LawyerOn September 21, 2015 the Securities and Exchange Commission (SEC) charged two men behind a scheme that defrauded investors in YaFarm Technologies Inc., a company that purported to provide stem cell therapy. The SEC s complaint filed in federal court in Boston charged Frank Morelli III, of Florence, Colorado, and Louis Buonocore, of Woburn, Massachusetts, for their roles in the alleged... Read MoreGoing Public Lawyer
https://www.securitieslawyer101.com/2015/sec-v-two-men-who-defrauded-investors/

Tuesday, September 29, 2015

SEC Obtains Final Judgement Against Julio Cruz for Targeting Latino Communities with Pyramid Scheme


Going Public LawyerOn September 17, 2015, the Securities and Exchange Commission (SEC) announced that on September 16, 2015, the federal court in Boston, Massachusetts, entered a final judgment against defendant Julio Cruz of Duluth, Georgia, a defendant in a previously-filed enforcement action. In February 2015, the (SEC) charged two Portuguese companies operating under the name Wings Network, plus three company officers and... Read MoreGoing Public Lawyer
https://www.securitieslawyer101.com/2015/sec-obtains-final-judgement-against-julio-cruz-for-pyramid-scheme/

SEC Obtains Final Judgement Against Julio Cruz for Targeting Latino Communities with Pyramid Scheme


On September 17, 2015, the Securities and Exchange Commission (SEC) announced that on September 16, 2015, the federal court in Boston, Massachusetts, entered a final judgment against defendant Julio Cruz of Duluth, Georgia, a defendant in a previ...
https://www.securitieslawyer101.com/?p=32039

Monday, September 28, 2015

James Meagher Enjoined in Penny Stock Case


Going Public LawyerThe Securities and Exchange Commission (SEC) announced on September 16, 2015 that Chief Judge Gregory M. Sleet of the United States District Court for the District of Delaware entered a final default judgment against Defendant James Meagher on September 14, 2015 in SEC v. Dynkowski, et al., Civil Action No. 1:09-361, a penny stock manipulation case the SEC filed on... Read MoreGoing Public Lawyer
https://www.securitieslawyer101.com/2015/james-meagher-enjoined-in-penny-stock-case/

SEC Charges Robert Milligan With Securities Fraud


The Securities and Exchange Commission (SEC) announced on September 18, 2015 charges against Robert DeWayne Milligan, who was president of a California-based business known as America’s Natural Energy (“ANE”), for engaging in the fraudulent o...
https://www.securitieslawyer101.com/2015/sec-charges-robert-milligan-securities-fraud/

SEC Charges President of America's Natural Energy with Oil and Gas Investment Fraud


The Securities and Exchange Commission (SEC) announced on September 18, 2015 charges against Robert DeWayne Milligan, who was president of a California-based business known as America’s Natural Energy (“ANE”), for securities fraud in an unreg...
https://www.securitieslawyer101.com/2015/sec-charges-president-of-americas-natural-energy-with-oil-and-gas-investment-fraud/

Eric J. McPhail Sentenced in Insider Trading Action


The Securities and Exchange Commission (SEC) announced that, on September 18, 2015, Eric J. McPhail was sentenced to 18 months in prison and two years of supervised release for his role in an insider trading ring that traded on inside information...
https://www.securitieslawyer101.com/2015/eric-j-mcphail-sentenced-insider-trading/

Friday, September 25, 2015

SEC Order Imposes Fine On Ditto Holdings For $3.7 Million Unlawful Offering


On September 8, 2015, the Securities and Exchange Commission ("SEC") initiated public cease-and-desist proceedings pursuant to Section 8A of the Securities Act of 1933 ("Securities Act") against Ditto Holdings, Inc. (“Ditto Holdings"). In antic...
https://www.securitieslawyer101.com/2015/sec-order-imposes-fine-on-ditto-holdings-for-3-7-million-unlawful-offering/

SEC Order Imposes Fine On Ditto Holdings For $3.7 Million Unlawful Offering


Going Public LawyerOn September 8, 2015, the Securities and Exchange Commission ( SEC ) initiated public cease-and-desist proceedings pursuant to Section 8A of the Securities Act of 1933 ( Securities Act ) against Ditto Holdings, Inc. (“Ditto Holdings ). In anticipation of the institution of these proceedings, Ditto Holdings submitted an Offer of Settlement (the Offer ) which the SEC accepted. Ditto Holdings owns 100% of Ditto Trade,... Read MoreGoing Public Lawyer
https://www.securitieslawyer101.com/2015/sec-order-imposes-fine-on-ditto-holdings-for-3-7-million-unlawful-offering/

Tuesday, September 22, 2015

SEC Charges Florida Based CPA For Issuing Bogus Audit Opinions


On September 17, 2015 the SEC imposed sanctions against a Florida based CPA for producing deficient and fraudulent audits and quarterly reviews for eight publicly traded companies, issuing false and misleading audit opinions on the companies’ a...
https://www.securitieslawyer101.com/?p=32002

Friday, September 18, 2015

U3 Halt of SWK Holdings Explained by FINRA, and Lifted Quickly


Going Public LawyerWe recently wrote about a bungled dividend distribution made by Calissio Resources Group, Inc. (CRGP) that resulted in the imposition of a U3 “extraordinary event” trading halt by the Financial Industry Regulatory Authority (“FINRA”).  The halt was lifted two weeks later.  FINRA offered no explanation for the action.  U3 halts are rare for domestic issuers, and usually have to do... Read MoreGoing Public Lawyer
https://www.securitieslawyer101.com/2015/u3-halt-swk-holdings/

U3 Halt of SWK Holdings Explained by FINRA, and Lifted Quickly


While that may have seemed opaque to some, a quick look at recent SEC filings made by SWKH clarified what the regulator meant.  More than two hours before the bell, the company posted a Form 8-K to Edgar, in which it explained that “the previous...
https://www.securitieslawyer101.com/?p=31991

What is FINRA Rule 6490? Going Public Lawyers


Though FINRA’s principal mandate is to regulate broker-dealers, historically it has always exercised some oversight of the over-the-counter markets.  Part of that oversight involves processing corporate action requests from issuers of equity an...
https://www.securitieslawyer101.com/2015/finra-rule-6490-lawyers/

Wednesday, September 16, 2015

FINRA’s Disclosure Requirements In EB-5 Offerings


Going Public LawyerFINRA Rule 2040 became effective late last month and has the potential to provide increased transparency in EB-5 Offerings. Rule 2040 requires broker-dealers who sell securities in EB-5 offerings to disclose finder’s fees paid to non-registered foreign persons and receive written acknowledgement from the investors that such fees were disclosed to them. FINRA Rule 2040 also limits the circumstances under which a foreign... Read MoreGoing Public Lawyer
https://www.securitieslawyer101.com/2015/finras-disclosures-eb-5-offerings/

FINRA's Disclosure Requirements In EB-5 Offerings


FINRA Rule 2040 became effective late last month and has the potential to provide increased transparency in EB-5 Offerings. Rule 2040 requires broker-dealers who sell securities in EB-5 offerings to disclose finder’s fees paid to non-registered...
https://www.securitieslawyer101.com/2015/finras-disclosures-eb-5-offerings/

Tuesday, September 15, 2015

Investor Alert – Messaging Apps & Pump and Dump Scams


Going Public LawyerOn September 2, 2015, the Financial Industry Regulatory Authority (FINRA) issued an investor alert warning about investor relations activity and stock promotions sent through popular messaging applications (Apps) such as WhatsApp. These messaging Apps allow users to almost instantly exchange messages which makes them appealing tools for scammers engaged in pump and dump schemes seeking to trick investors. According to... Read MoreGoing Public Lawyer
https://www.securitieslawyer101.com/2015/investor-alert-messaging-apps-pump-and-dump-scams/

Monday, September 14, 2015

Investor Alert - Messaging Apps & Pump and Dump Scams


On September 2, 2015, the Financial Industry Regulatory Authority (FINRA) issued an investor alert warning about investor relations activity and stock promotions sent through popular messaging applications (Apps) such as WhatsApp. These messaging...
https://www.securitieslawyer101.com/?p=31877

Bungled Calisso Resources Dividend Sparks FINRA Halt and Clearing Firm Lawsuit


For penny stock enthusiasts looking for a little late-summer entertainment, the issues surrounding an extremely large special dividend distributed by Calissio Resources Group, Inc. (CRGP) have proved to be of unusual interest.  On June 16, 2015, t...
https://www.securitieslawyer101.com/2015/dividend-calissio-resources-finra-halt/

MusclePharm Charged In SEC Investigation


Going Public LawyerOn September 8, 2015, the Securities and Exchange Commission (SEC) charged a sports supplements and nutrition company with committing a series of accounting and disclosure violations, including the failure to properly report perks provided to its executives as compensation. MusclePharm Corporation agreed to settle the charges along with three current or former executives and the company’s former audit committee chair... Read MoreGoing Public Lawyer
https://www.securitieslawyer101.com/2015/musclepharm-charged-in-sec-investigation/

Sunday, September 13, 2015

MusclePharm Charged In SEC Investigation


On September 8, 2015, the Securities and Exchange Commission (SEC) charged a sports supplements and nutrition company with committing a series of accounting and disclosure violations, including the failure to properly report perks provided to its...
https://www.securitieslawyer101.com/?p=31874

Regulation A+ DPO Attorneys


Most  private companies are unable to locate an underwriter prior to going public. Regulation A+ provides a new option for issuers seeking to raise capital without an underwriter. A direct public offering (“Direct Public Offering”) provides ...
https://www.securitieslawyer101.com/2015/regulation-a-dpo-attorneys/

Saturday, September 12, 2015

Securities Lawyer 101 Blog By Brenda Hamilton Nominated


Our readers have spoken - Securities Lawyer 101 written by Brenda Hamilton, a securities and going public lawyer has been selected to compete in The Expert Institute’s Best Legal Blog Competition. From a field of more than 2,000 potential nom...
https://www.securitieslawyer101.com/2015/securities-lawyer101-brenda-hamilton-blog/

Friday, September 11, 2015

SEC Order Imposes Fine On Ditto Holdings For $3.7 Million Unlawful Offering


On September 8, 2015, the Securities and Exchange Commission ("SEC") initiated public cease-and-desist proceedings pursuant to Section 8A of the Securities Act of 1933 ("Securities Act") against Ditto Holdings, Inc. (“Ditto Holdings"). In antic...
https://www.securitieslawyer101.com/?p=31871

SEC Charges Bankrate and Former Executives with Securities Fraud


Going Public LawyerOn September 8, 2015, the Securities and Exchange Commission ( SEC ) announced that Bankrate Inc. has agreed to pay $15 million to settle accounting and securities fraud charges. Three former executives also are charged in the case that involves fraudulent manipulation of the company s financial results to meet analyst expectations. The Commission alleges that Bankrate s then-CFO Edward DiMaria, then-director of accounting... Read MoreGoing Public Lawyer
https://www.securitieslawyer101.com/2015/sec-charges-bankrate-and-former-executives-with-securities-fraud/

SEC Charges Ross Shapiro, Michael Gramis, and Tyler Peters With Fraud


On September 9, 2015, the Securities and Exchange Commission (SEC) announced fraud charges against three traders accused of repeatedly lying to customers relying on them for honest and accurate pricing information about residential mortgage-backe...
https://www.securitieslawyer101.com/?p=31859

Thursday, September 10, 2015

SEC Charges Bankrate and Former Executives with Securities Fraud


On September 8, 2015, the Securities and Exchange Commission ("SEC") announced that Bankrate Inc. has agreed to pay $15 million to settle accounting and securities fraud charges. Three former executives also are charged in the case that involves ...
https://www.securitieslawyer101.com/?p=31863

SEC Charges Bankrate and Former Executives with Securities Fraud


On September 8, 2015, the Securities and Exchange Commission ("SEC") announced that Bankrate Inc. has agreed to pay $15 million to settle accounting and securities fraud charges. Three former executives also are charged in the case that involves ...
https://www.securitieslawyer101.com/?p=31863

SEC Brings Charges In Reverse Merger Scam – Going Public Attorneys


Going Public LawyerOn September 10, 2015, the Securities and Exchange Commission (SEC) announced fraud charges against a Wall Street CEO and his company, family members, and business associates accused of secretly obtaining control and manipulating the stock of Chinese companies they were purportedly guiding through the going public process and raising capital. The SEC s complaint described four issuers. SmartHeat, Inc. ( SmartHeat ), a China-based manufacturer... Read MoreGoing Public Lawyer
https://www.securitieslawyer101.com/2015/sec-brings-charges-in-reverse-merger-scam-going-public-attorneys/

SEC Brings Charges In Reverse Merger Scam - Going Public Attorneys


On September 10, 2015, the Securities and Exchange Commission (SEC) announced fraud charges against a Wall Street CEO and his company, family members, and business associates accused of secretly obtaining control and manipulating the stock of Chi...
https://www.securitieslawyer101.com/2015/sec-brings-charges-in-reverse-merger-scam-going-public-attorneys/

SEC Charges Ross Shapiro, Michael Gramis, and Tyler Peters With Fraud


Going Public LawyerOn September 9, 2015, the Securities and Exchange Commission (SEC) announced fraud charges against three traders accused of repeatedly lying to customers relying on them for honest and accurate pricing information about residential mortgage-backed securities (RMBS). The SEC alleges that Ross Shapiro, Michael Gramins, and Tyler Peters defrauded customers to illicitly generate millions of dollars in additional revenue for Nomura... Read MoreGoing Public Lawyer
https://www.securitieslawyer101.com/2015/sec-charges-ross-shapiro-michael-gramis-and-tyler-peters-with-fraud/

SEC Charges Manny Shulman and David Hirschman


Going Public LawyerOn September 3, 2015, the Securities and Exchange Commission ( SEC ) charged Manny J. Shulman and David Hirschman for their involvement in the fraudulent, unregistered sale of securities of Caribbean Pacific Marketing, Inc. ( Caribbean Pacific ), a now-defunct Florida corporation that purported to be a sun-care and skin-care products start-up company. The Commission also charged Shulman for making misstatements and omissions in... Read MoreGoing Public Lawyer
https://www.securitieslawyer101.com/2015/sec-charges-manny-shulman-and-david-hirschman-2/

Wednesday, September 9, 2015

SEC Charges Manny Shulman and David Hirschman


On September 3, 2015, the Securities and Exchange Commission ("SEC") charged Manny J. Shulman and David Hirschman for their involvement in the fraudulent, unregistered sale of securities of Caribbean Pacific Marketing, Inc. ("Caribbean Pacific"),...
https://www.securitieslawyer101.com/?p=31849

SEC Charges Manny Shulman and David Hirschman


On September 3, 2015, the Securities and Exchange Commission ("SEC") charged Manny J. Shulman and David Hirschman for their involvement in the fraudulent, unregistered sale of securities of Caribbean Pacific Marketing, Inc. ("Caribbean Pacific"),...
https://www.securitieslawyer101.com/?p=31849

Investor Relations & General Solicitation After the JOBS Act


Securities Lawyer 101 Blog Investor relations also known as stock promotion involves the publication of information about a public company to increase its stock price and trading volume. The person who publishes this information  is sometimes ref...
https://www.securitieslawyer101.com/2014/investor-relations/

When Private Placements Go Public – Going Public Attorneys


Going Public LawyerRule 506 of Regulation D of the Securities Act of 1933 (the “Securities Act”) provides for a private placement exemption from federal securities registration which is increasingly being used by companies seeking to raise capital prior to going public. While the term “private offering” leaves much to the imagination, the Securities Act provides substantial guidance about the circumstances in which an offering... Read MoreGoing Public Lawyer
https://www.securitieslawyer101.com/2015/raising-money-in-private-placements-under-rule-506b-rule-506c/