Securities Lawyer 101 l Brenda Hamilton

Securities Lawyer 101 l Brenda Hamilton

Monday, March 30, 2015

What Late SEC Filers Should Know – Going Public


Going Public LawyerIt is that time of year again when SEC filers with a December 31 year end, must file their annual report on Form 10-K. Recent enforcement actions against SEC filers and insiders for failure to comply with their SEC reporting obligations. It has become routine for the SEC to suspend issuers who become inactive and miss their annual 10-K or quarterly 10-Q... Read MoreGoing Public Lawyer
https://www.securitieslawyer101.com/2015/what-late-sec-filers-should-know-going-public/

Late SEC Filers 101 - Going Public Attorneys


It is that time of year again when SEC filers with a December 31 year end, must file their annual report on Form 10-K. Recent enforcement actions against SEC filers and insiders for failure to comply with their SEC reporting obligations. It has...
https://www.securitieslawyer101.com/2015/what-late-sec-filers-should-know-going-public/

Direct Public Offering Q & A – Going Public Lawyers


Going Public LawyerGoing public transactions can be structured numerous ways. The going public process is a complicated & intricate procedure, and it is important to have an experienced securities attorney to help your company navigate through the process and deal with the Securities & Exchange Commission (“SEC”), Financial Regulatory Authority (“FINRA”) & Depository Trust Company (“DTC”).  Upon completion of a going public transaction, most companies are... Read MoreGoing Public Lawyer
https://www.securitieslawyer101.com/2015/going-public-lawyers/

Sunday, March 29, 2015

Going Public Q & A - Going Public Lawyers


Posted By Brenda Hamilton, Securities Lawyer Going public is a big step for any company.  While going public offers many benefits it also comes with risks and mounds of regulations.  Going public is a complicated & intricate procedure, and ...
https://www.securitieslawyer101.com/2015/going-public-lawyers/

Brenda Hamilton Featured By Intuit About Direct Public Offerings and Going Public


Intuit Inc., a provider of small business software solutions, including QuickBooks, tackles accounting, taxes, budgets and personal finances with TurboTax. Quicken featured an interview with securities attorney Brenda Hamilton.* Brenda Hamilto...
https://www.securitieslawyer101.com/2015/intuit-brendahamilton/

Friday, March 27, 2015

Regulation A+ Adds Two New Bad Actor Disqualification Triggers


Going Public LawyerThe final Regulation A+ rules amend Rule 262 to include bad actor disqualification provisions as adopted under Rule 506(d) of Regulation D.  Consistent with the disqualification provisions of Rule 506(d), the final rules add two additional disqualification triggers to those in existing Regulation A. The two new disqualification triggers are Securities & Exchange Commission cease-and-desist orders for violations of scienter-based... Read MoreGoing Public Lawyer
https://www.securitieslawyer101.com/2015/regulation-a-bad-actor/

FINRA Sanctions Short Seller – Securities & Going Public Attorneys


Going Public LawyerShort sale conspiracy theorists will be pleased to learn that on March 25, 2015, The Financial Industry Regulatory Authority (FINRA) announced sanctions of $916,000 against First New York Securities L.L.C. for short selling ahead 14 public offerings of securities of which it was participating, in violation of Rule 105 of Regulation M. First New York Securities was also sanction for... Read MoreGoing Public Lawyer
https://www.securitieslawyer101.com/2015/finra-sanctions-short-seller-securities-going-public-attorneys/

FINRA Sanctions Short Seller - Securities & Going Public Attorneys


Short sale conspiracy theorists will be pleased to learn that on March 25, 2015, The Financial Industry Regulatory Authority (FINRA) announced sanctions of $916,000 against First New York Securities L.L.C. for short selling ahead 14 public offering...
https://www.securitieslawyer101.com/2015/finra-sanctions-short-seller-securities-going-public-attorneys/

Thursday, March 26, 2015

SEC Charges 22 Unregistered Broker-Dealers-Going Public Attorneys


The Securities and Exchange Commission (the “SEC”) Division of Enforcement is pursuing unregistered broker-dealer activity which runs rampant in the penny stock markets.  With a reduction of the number of small broker-dealers there have been l...
https://www.securitieslawyer101.com/2015/sec-charges-unregistered-brokers/

SEC Adopts Regulation A+ Final Rules – Going Public Attorneys


Going Public LawyerOn March 25, 2015, the Securities and Exchange Commission adopted final rules amending Regulation A. The new rules are often referred to as Regulation A+. The rules are designed to facilitate smaller companies’ access to capital.  Regulation A+ s new rules provide investors with more investment choices and issuers with more capital raising options during their going public transactions. The rules adopting Regulation A+ are mandated by... Read MoreGoing Public Lawyer
https://www.securitieslawyer101.com/2015/regulation-a-going-public-attorneys/

SEC Adopts Regulation A+ Final Rules - Going Public Attorneys


On March 25, 2015, the Securities and Exchange Commission adopted final rules amending Regulation A. The new rules are often referred to as Regulation A+. The rules are designed to facilitate smaller companies’ access to capital.  Regulation A+...
https://www.securitieslawyer101.com/2015/sec-adopts-regulation-a-final-rules-going-public-attorneys/

Wednesday, March 25, 2015

Why Companies Need a Going Public Attorney


Every offer and sale of securities are regulated by both state and federal securities laws. Going public is an intricate process that can be structured a variety of ways. It is important to have an experienced going public lawyer who will help y...
https://www.securitieslawyer101.com/2015/going-public-attorney-need-securities-attorney/

Tuesday, March 24, 2015

SEC Issues Trading Suspension of Winsonic Digital Media Group


The Securities and Exchange Commission (the “SEC”) announced the temporary trading suspension, pursuant to Section 12(k) of the Securities Exchange Act of 1934 (the “Exchange Act”), of trading in the securities of Winsonic Digital Media Gr...
https://www.securitieslawyer101.com/2015/sec-issues-trading-suspension-of-winsonic-digital-media-group/

FINRA Reveals Fraud Victims Suffer Stress, Anxiety and Depression


Recently, the FINRA Investor Education Foundation issued a new research report about the impact of financial fraud on its victims. FINRA's report reveals that nearly two thirds of self-reported financial fraud victims experienced at least one non...
https://www.securitieslawyer101.com/2015/finra-reveals-fraud-victims-suffer-stress-anxiety-and-depression/

Monday, March 23, 2015

FINRA Reveals Fraud Victims Suffer Stress, Anxiety and Depression


Recently, the FINRA Investor Education Foundation issued a new research report about the impact of financial fraud on its victims. , Finra's report found that nearly two thirds of self-reported financial fraud victims experienced at least one non...
https://www.securitieslawyer101.com/2015/finra-reveals-fraud-victims-suffer-stress-anxiety-and-depression/

Why Is There A Q On My Ticker Symbol?


When a company is involved in bankruptcy proceedings, the letter "Q" is added to the end of the company's stock ticker  / trading symbol. More often than not, bankruptcy is the kiss of death for a public company. In most cases, when a company em...
https://www.securitieslawyer101.com/2015/why-is-there-a-q-on-my-ticker-symbol/

What Is Schedule 13D? Going Public Attorneys


When a person or group of persons acquires beneficial ownership of more than 5% of a voting class of a company’s equity securities registered under Section 12 of the Securities Exchange Act of 1934 (the "Exchange Act"), they are required to file ...
https://www.securitieslawyer101.com/2015/what-is-schedule-13d-going-public-attorneys/

Going Public Attorneys


The going public attorneys at Hamilton & Associates Law Group have provided private companies with their going public solutions for more than ten years. We will design and implement the going public structure most beneficial to your company. We ...
https://www.securitieslawyer101.com/2014/going-public-attorneys/

What Stock Can I Register On A Form S-8 Registration Statement?


Going Public LawyerPosted By Brenda Hamilton, Securities Lawyer Form S-8 (“Form S-8″) is a short-form registration statement under the Securities Act of 1933, as amended (the “Securities Act”) used to register employee and consultant benefit and compensation plans. Form S-8 cannot be used until the issuer has  completed its going public transaction and become an SEC reporting company. This Securities Lawyer 101... Read MoreGoing Public Lawyer
https://www.securitieslawyer101.com/2015/form-s-8-registration-going-public-lawyer/

Sunday, March 22, 2015

Can I Use a Form S-8 Registration Statement? Going Public Lawyers


Posted By Brenda Hamilton, Securities Lawyer Form S-8 (“Form S-8″) is a short-form registration statement under the Securities Act of 1933, as amended (the “Securities Act”) used to register employee and consultant benefit and compensati...
https://www.securitieslawyer101.com/2015/form-s-8-registration-q/

Bad Actor Waivers- Regulation A+ – Rule 506 – Going Public


Going Public LawyerOn March 13, 2015, the Securities and Exchange Commission (the “SEC”) provided guidance addressing waivers of disqualification for bad actors under Regulation A and Rules 505 and 506 of Regulation D of the Securities Act of 1933, as amended. A waiver of disqualification under these provisions may be granted by the SEC s Division of Corporation Finance if it determines after a review... Read MoreGoing Public Lawyer
https://www.securitieslawyer101.com/2015/bad-actor-waivers-regulation-a-rule-506-going-public/

Friday, March 20, 2015

128 Companies Suspended To Prevent Corporate Hijackings


A few weeks ago, on March 2, 2015, the Securities and Exchange Commission (the “SEC”) announced trading suspensions of 128 OTC shell companies to prevent corporate hijackings of the issuers and or their CUSIP numbers.  Corporate hijackings ...
https://www.securitieslawyer101.com/2015/128-companies-suspended-to-prevent-corporate-hijackings/

Thursday, March 19, 2015

White Collar Criminal Registry Established


Going Public LawyerLast week, the Utah legislature passed a law that will create a white-collar offender registry. Similar to a sex offender registry, it will offer a website where anyone interested can view photos of convicted white collar criminals, along with their vital statistics. It will include anyone who s been convicted of a finance or fraud-related crime—securities fraud, mortgage fraud, money laundering,... Read MoreGoing Public Lawyer
https://www.securitieslawyer101.com/2015/white-collar-criminals-registry-established/

White Collar Criminals Registry Established


Last week, the Utah legislature passed a law that will create a white-collar offender registry. Similar to a sex offender registry, it will offer a website where anyone interested can view photos of convicted white collar criminals, along with thei...
https://www.securitieslawyer101.com/2015/white-collar-criminals-registry-established/

Wednesday, March 18, 2015

Form S-1 – Plan Of Distribution – Going Public Lawyers


Going Public LawyerForm S-1 requires companies to provide a Plan of Distribution as required by Item 508 of Regulation S-K. Item 508  requires a company to describe how it will offer its securities to the public.  When a company indicates that its officers or directors, or any person(s) other than an underwriter, will sell its securities, in what is called a Selling... Read MoreGoing Public Lawyer
https://www.securitieslawyer101.com/2015/form-s-1-plan-of-distribution/

Accredited Crowdfunding Q & A - Going Public Lawyers


Private placement offerings under Rule 506 of Regulation D of the Securities Act of 1933, as amended (the “Securities Act”) are a cost effective and relatively quick way for private companies to raise capital before, during and after a going pu...
https://www.securitieslawyer101.com/2015/accredited-crowdfunding-going-public-lawyers/

Form S-1 - Plan Of Distribution - Going Public Lawyers


Form S-1 requires companies to provide a Plan of Distribution as required by Item 508 of Regulation S-K. Item 508  requires a company to describe how it will offer its securities to the public.  When a company indicates that its officers or direc...
https://www.securitieslawyer101.com/2015/form-s-1-plan-of-distribution/

What Is A Plan Of Distribution? Going Public Lawyers


Form S-1 requires companies to provide a Plan of Distribution as required by Item 508 of Regulation S-K. Item 508  requires a company to describe how it will offer its securities to the public.  When a company indicates that its officers or direc...
https://www.securitieslawyer101.com/2015/what-is-a-plan-of-distribution-going-public-lawyers/

Tuesday, March 17, 2015

Offering Proceeds And Going Public – Going Public Lawyer


Going Public Lawyer  A going public lawyer helps the company comply with the expansive disclosures required in registration statements filed with the Securities and Exchange Commission (the “SEC”).  Proper disclosure is critical during the going public process.  SEC disclosures are most often prepared by the company’s going public attorney. Regardless of the venue for listing or trading, the securities laws require accurate and... Read MoreGoing Public Lawyer
https://www.securitieslawyer101.com/2015/offering-proceeds-going-public/

What Documents Do Going Public Attorneys Review?


Proper disclosure is critical during the going public process.  SEC disclosures are most often prepared by the company’s going public attorney. The securities laws require companies provide expansive disclosures in registration statements fil...
https://www.securitieslawyer101.com/2015/what-disclosures-are-reviewed-by-a-going-public-attorney/

Offering Proceeds And Going Public - Going Public Lawyer


  A going public lawyer helps the company comply with the expansive disclosures required in registration statements filed with the Securities and Exchange Commission (the “SEC”).  Proper disclosure is critical during the going public process....
https://www.securitieslawyer101.com/2015/offering-proceeds-going-public/

Monday, March 16, 2015

Insider Charged For Failure to Update Disclosures In Going Private Transactions


On March 13, 2015, the Securities and Exchange Commission (the "SEC") charged eight officers, directors, or major shareholders of public companies in connection with going private transactions. According to the SEC, the defendants failed to updat...
https://www.securitieslawyer101.com/2015/insider-charged-for-failure-to-update-disclosures-in-going-private-transactions/

Form D – Notice of Sales – Going Public Lawyers


Going Public LawyerPosted By Brenda Hamilton, Securities Lawyer Companies may use an exemption under Regulation D to offer and sell securities without having to register the offering with the Securities and Exchange Commission (“SEC”).  When relying on such an exemption, companies must file what’s known as a Form D after they first sell their securities.  Form D is a brief notice that... Read MoreGoing Public Lawyer
https://www.securitieslawyer101.com/2015/form-d-notice-sales-going-public-lawyers/

Form D - Notice of Sales - Going Public Lawyers


Posted By Brenda Hamilton, Securities Lawyer Companies may use an exemption under Regulation D to offer and sell securities without having to register the offering with the Securities and Exchange Commission (“SEC”).  When relying on such a...
https://www.securitieslawyer101.com/2015/form-d-notice-sales-going-public-lawyers/

Form D - Notice of Sales - Going Public Lawyers


Posted By Brenda Hamilton, Securities Lawyer Companies may use an exemption under Regulation D to offer and sell securities without having to register the offering with the Securities and Exchange Commission (“SEC”).  When relying on such a...
https://www.securitieslawyer101.com/2015/form-d-notice-sales-going-public-lawyers/

Form D - Notice of Sales Requirements After the JOBS Act


Posted By Brenda Hamilton, Securities Lawyer Companies may use an exemption under Regulation D to offer and sell securities without having to register the offering with the Securities and Exchange Commission (“SEC”).  When relying on such a...
https://www.securitieslawyer101.com/2015/form-d-notice-sales-requirements-jobs-act/

Offering Proceeds And Going Public - Going Public Lawyer


  A going public lawyer helps the company comply with the expansive disclosures required in registration statements filed with the Securities and Exchange Commission (the “SEC”).  Proper disclosure is critical during the going public process....
https://www.securitieslawyer101.com/2015/proceeds-in-going-public-lawyer/

Offering Proceeds And Going Public - Going Public Lawyer


  A going public lawyer helps the company comply with the expansive disclosures required in registration statements filed with the Securities and Exchange Commission (the “SEC”).  Proper disclosure is critical during the going public process....
https://www.securitieslawyer101.com/2015/proceeds-in-going-public-lawyer/

Offering Proceeds And Going Public - Going Public Lawyer


  A going public lawyer helps the company comply with the expansive disclosures required in registration statements filed with the Securities and Exchange Commission (the “SEC”).  Proper disclosure is critical during the going public process....
https://www.securitieslawyer101.com/2015/proceeds-in-going-public-lawyer/

Offering Proceeds in Going Public Transactions


  The securities laws require companies provide expansive disclosures in registration statements filed with the Securities and Exchange Commission (the “SEC”).  Proper disclosure is critical during the going public process.  SEC disclosures ...
https://www.securitieslawyer101.com/2015/offering-proceeds-in-going-public-transactions/

Sunday, March 15, 2015

What Disclosures Are Reviewed By A Going Public Attorney?


Proper disclosure is critical during the going public process.  SEC disclosures are most often prepared by the company’s going public attorney. The securities laws require companies provide expansive disclosures in registration statements fil...
https://www.securitieslawyer101.com/2015/what-disclosures-are-reviewed-by-a-going-public-attorney/

What Disclosures Are Reviewed By A Going Public Attorney?


Proper disclosure is critical during the going public process.  SEC disclosures are most often prepared by the company’s going public attorney. The securities laws require companies provide expansive disclosures in registration statements fil...
https://www.securitieslawyer101.com/2015/what-disclosures-are-reviewed-by-a-going-public-attorney/

Saturday, March 14, 2015

Going Public Attorney Insights - Direct Public Offerings


A Going Public Attorney is an important part of the overall going public process.   The issuer's Going Public Attorney in the beginning of the process assist the company in selecting the best method to obtain public company status. This ensures a...
https://www.securitieslawyer101.com/2014/going-public-attorney-insights/

Friday, March 13, 2015

What’s Wrong With A Form 10 Shell?


Posted by Brenda Hamilton, Securities and Going Public Lawyer Many issuers seeking to raise capital often attempt to go public using a reverse merger with a public shell. Blank Check Companies which file a Form 10 Registration Statement (“Form...
https://www.securitieslawyer101.com/2015/whats-wrong-form-10-shell/

Thursday, March 12, 2015

FINRA Rule 6490 l Going Public Attorneys


Securities Lawyer 101 Blog FINRA Rule 6490, enacted over two years ago requires issuers of securities not listed on exchanges to provide timely notice to FINRA of certain corporate actions.  Rule 6490 applies to corporate name changes, forward st...
https://www.securitieslawyer101.com/2013/finra-rule-6490/

Tuesday, March 10, 2015

Accredited Crowdfunding With Rule 506 - Going Public Attorneys


As of September 23, 2013, the JOBS Act has permitted general solicitation and advertising in Rule 506(c) private placements.  While equity crowdfunding is not yet legal, both the SEC and FINRA have proposed rules for equity crowdfunding.  This ha...
https://www.securitieslawyer101.com/2015/accredited-crowdfunding-rule-506-2/

SEC Adds Insider Trading Defendants – By: Brenda Hamilton Securities Lawyer


Going Public LawyerPosted by Brenda Hamilton Securities Lawyer On March 6, 2014, the Securities and Exchange Commission (the “SEC”) announced it had added Billy Joe Adcox, Jr. of Ruston, Louisiana to a civil injunctive action in the United States District Court for the Western District of Louisiana alleging that Adcox, Scott Zeringue and Jesse Roberts, III engaged in insider trading in the... Read MoreGoing Public Lawyer
https://www.securitieslawyer101.com/2015/sec-adds-insider-trading-defendants-by-brenda-hamilton-securities-lawyer/

SEC Charges H.D. Vest Investment Securities – Securities Lawyer 101


Going Public LawyerOn March 4, 2015, the Securities and Exchange Commission (the “SEC”) announced it had charged H.D. Vest Investment Securities with violating key customer protection rules after failing to adequately supervise registered representatives who misappropriated customer funds. H.D. Vest Investment Securities agreed to settle the charges by paying a financial penalty and retaining an independent compliance consultant to improve its supervisory... Read MoreGoing Public Lawyer
https://www.securitieslawyer101.com/2015/sec-charges-h-d-vest-investment-securities-securities-lawyer-101/

SEC Charges H.D. Vest Investment Securities - Securities Lawyer 101


On March 4, 2015, the Securities and Exchange Commission (the “SEC”) announced it had charged H.D. Vest Investment Securities with violating key customer protection rules after failing to adequately supervise registered representatives who misapp...
https://www.securitieslawyer101.com/2015/sec-charges-h-d-vest-investment-securities-securities-lawyer-101/

SEC Adds Insider Trading Defendants - By: Brenda Hamilton Securities Lawyer


On March 6, 2014, the Securities and Exchange Commission (the “SEC”) announced it had added Billy Joe Adcox, Jr. of Ruston, Louisiana to a civil injunctive action in the United States District Court for the Western District of Louisiana allegin...
https://www.securitieslawyer101.com/2015/sec-adds-insider-trading-defendants-by-brenda-hamilton-securities-lawyer/

Monday, March 9, 2015

What is a Wells Notice ? Securities Lawyer 101


Securities Lawyer 101 Blog After the staff of the Securities and Exchange Commission ("SEC") Division of Enforcement staff has completed its investigation, it may send a notice ("Wells Notice")  to the party being investigated notifying them ...
https://www.securitieslawyer101.com/2014/wells-notice-disclosure-obligations/

FINRA Fines LaSalle Securities For Private Placements


The Financial Industry Regulatory Authority (“FINRA”) and the Securities and Exchange Commission require that broker-dealers perform adequate due diligence before letting a registered representative recommend private placements made pursuant to R...
https://www.securitieslawyer101.com/2015/finra-fines-lasalle-securities-for-private-placements/

Sunday, March 8, 2015

What Is A Form 10 Registration Statement? Going Public Lawyers


Posted By Brenda Hamilton, Securities Lawyer Form 10 is a registration statement used to register a class of securities pursuant to Section 12(g) of the Securities Exchange Act of 1934 (“Exchange Act”). All companies can register securities on...
https://www.securitieslawyer101.com/2015/registration-statements-form-10/

What Is A Form 10 Registration Statement? Going Public Lawyers


Posted By Brenda Hamilton, Securities Lawyer Form 10 is a registration statement used to register a class of securities pursuant to Section 12(g) of the Securities Exchange Act of 1934 (“Exchange Act”). All companies can register securities on...
https://www.securitieslawyer101.com/2015/registration-statements-form-10/

Registration Statements on Form 10


Posted By Brenda Hamilton, Securities Lawyer Form 10 is a registration statement used to register a class of securities pursuant to Section 12(g) of the Securities Exchange Act of 1934 (“Exchange Act”). All companies can register securities on...
https://www.securitieslawyer101.com/2015/registration-statements-form-10/

Tuesday, March 3, 2015

SEC Periodic Reporting – Going Public Lawyers


Going Public LawyerThe SEC periodic reporting rules require that publicly traded companies disclose a wealth of information to the public. Periodic reporting also requires that these reports be written in plain English.  Understanding these reports helps investors make informed decisions regarding whether to buy, sell or hold a company’s securities. Periodic reports provide issuers with the opportunity to provide shareholders with transparency... Read MoreGoing Public Lawyer
https://www.securitieslawyer101.com/2015/sec-periodic-reporting-going-public-lawyers/

Monday, March 2, 2015

Finders Q & A – Going Public Lawyers


Going Public LawyerPosted By Brenda Hamilton, Securities Lawyer It is not unusual for a private or public company to be approached by person (“Finder”) who offers to locate investors in exchange for a success fee. Most finders are not registered as broker-dealers with the Securities and Exchange Commission (“SEC”) or Financial Industry Regulatory Authority (“FINRA”). The possibility of receiving capital, even through the efforts... Read MoreGoing Public Lawyer
https://www.securitieslawyer101.com/2015/finders-going-public-lawyers/

What is Form 13F? Going Public Attorneys


Institutional investment managers that exercise investment discretion of $100 million or more in Section 13(f) securities holdings, which include holdings in exchange-traded securities, shares of closed–end investment companies and certain convert...
https://www.securitieslawyer101.com/2015/what-is-form-13f-going-public-attorneys/

How Soon Will The SEC Review A Form S-1 Registration Statement?


The Division of Corporation Finance of the Securities and Exchange Commission (the "SEC") reviews filings and provides companies going public with comments on filings to ensure that its disclosure requirements are being met. This is particularly ...
https://www.securitieslawyer101.com/2015/how-soon-will-the-sec-review-a-form-s-1-registration-statement/

Sunday, March 1, 2015

Finders Q & A


Posted By Brenda Hamilton, Securities Lawyer It is not unusual for a private or public company to be approached by person (“Finder”) who offers to locate investors in exchange for a success fee.  Most finders are not registered as broke...
https://www.securitieslawyer101.com/2015/finders-q/

Finders Q & A


Posted By Brenda Hamilton, Securities Lawyer It is not unusual for a private or public company to be approached by person (“Finder”) who offers to locate investors in exchange for a success fee.  Most finders are not registered as broke...
https://www.securitieslawyer101.com/2015/finders-q/

Finders Q & A


Posted By Brenda Hamilton, Securities Lawyer It is not unusual for a private or public company to be approached by person (“Finder”) who offers to locate investors in exchange for a success fee.  Most finders are not registered as broke...
https://www.securitieslawyer101.com/2015/finders-q/