Securities Lawyer 101 l Brenda Hamilton

Securities Lawyer 101 l Brenda Hamilton

Monday, April 27, 2015

Rule 144 Q & A – Going Public Lawyers


Going Public LawyerPosted By Brenda Hamilton, Securities Lawyer The Securities Act of 1933, as amended (the “Securities Act”) requires the sale of a security to be registered under the Securities Act, unless the security or transaction qualifies for an exemption from registration. Rule 144 of the Securities Act provides a safe harbor that permits holders of restricted securities to resell their securities in... Read MoreGoing Public Lawyer
https://www.securitieslawyer101.com/2015/rule-144-going-public-lawyers/

Short Sales Q & A – Securities Lawyer 101


Going Public LawyerPosted By Brenda Hamilton, Securities Lawyer Short Sales Q & A A short sale transaction can be part of a legitimate trading strategy. It is often endorsed for its beneficial effects on the securities markets, which include increasing liquidity.  Short selling is also criticized.  Short sellers profit by identifying companies that are weak or overvalued, and companies whose shares have... Read MoreGoing Public Lawyer
https://www.securitieslawyer101.com/2015/short-sales-q-a/

Sunday, April 26, 2015

Rule 144 Q & A - Going Public Lawyers


Posted By Brenda Hamilton, Securities Lawyer The Securities Act of 1933, as amended (the “Securities Act”) requires the sale of a security to be registered under the Securities Act, unless the security or transaction qualifies for an exemption...
https://www.securitieslawyer101.com/2015/rule-144-going-public-lawyers/

Monday, April 20, 2015

Private Placement Memorandums Q & A – Going Public Lawyers


Going Public LawyerPosted By Brenda Hamilton, Securities Lawyer A private placement memorandum (“PPM”) is also referred to as a confidential offering circular or memorandum.  PPM’s are used by private companies in going public transactions and by existing public companies to raise capital by selling either debt or equity in an exempt offering.  Most exempt offerings are private placements. Q. What Disclosures Are Required in Private... Read MoreGoing Public Lawyer
https://www.securitieslawyer101.com/2015/private-placement-memorandums-going-public-lawyers/

Sunday, April 19, 2015

Private Placement Memorandums Q & A - Going Public Lawyers


Posted By Brenda Hamilton, Securities Lawyer A private placement memorandum (“PPM”) is also referred to as a confidential offering circular or memorandum.  PPM’s are used by private companies in going public transactions and by existing pu...
https://www.securitieslawyer101.com/2015/private-placement-memorandums-going-public-lawyers/

Thursday, April 16, 2015

SEC Reporting After Regulation A – Going Public Lawyer


Going Public LawyerOn March 25, 2015, the SEC adopted Regulation A+ which amends former Regulation A. Regulation A+ adopts new ongoing reporting requirements that are based upon two Regulation A+ offering tiers. Tier 1 provides an exemption from SEC registration for offerings of up to $20 million. Tier 2 exempts offerings up to $50 million. One of the most notable differences between the... Read MoreGoing Public Lawyer
https://www.securitieslawyer101.com/2015/sec-reporting-regulation-a/

SEC Reporting After Regulation A - Going Public Lawyer


On March 25, 2015, the SEC adopted Regulation A+ which amends former Regulation A. Regulation A+ adopts new ongoing reporting requirements that are based upon  two Regulation A+ offering tiers. Tier 1 provides an exemption from SEC registration for ...
https://www.securitieslawyer101.com/2015/sec-reporting-regulation-a/

Massachusetts Adopts Emergency Crowdfunding Exemption


The Massachusetts Division of Securities has adopted an emergency intrastate crowdfunding exemption. The new exemption was developed to stimulate job growth for small Massachusetts companies by removing restrictions and allowing greater access to c...
https://www.securitieslawyer101.com/2015/massachusetts-emergency-crowdfunding/

FINRA Proposes New Rules For Algorithmic Trading Strategies


FINRA is proposes new rules that will impact algorithic trading strategies. If an individual performs a trade on another person’s behalf, that associated person is required to register with FINRA as an equity trader. The Financial Industry Regu...
https://www.securitieslawyer101.com/2015/finra-proposes-new-rules-for-algorithmic-trading-strategies/

FINRA Proposes New Rules For Algorithmic Trading Strategies


FINRA is proposes new rules that will impact algorithic trading strategies. If an individual performs a trade on another person’s behalf, that associated person is required to register with FINRA as an equity trader. The Financial Industry Regu...
https://www.securitieslawyer101.com/2015/finra-proposes-new-rules-for-algorithmic-trading-strategies/

Regulation A+ Offering Circulars On Form 1-A


Going Public LawyerOn March 25, 2015, the Securities and Exchange Commission (the “SEC”) adopted amendments toRegulation A pursuant to the mandate of Section 401(a) of the JOBS Act. These amendments included revamping Form 1-A for Regulation A offerings. The amended rules known as Amended A+ were adopted to facilitate capital-raising by smaller companies. Regulation A+ expands existing Regulation A.  Regulation A+ offerings can be... Read MoreGoing Public Lawyer
https://www.securitieslawyer101.com/2015/regulation-a-form-1-a/

Wednesday, April 15, 2015

Who Can Conduct A Regulation A+ Offering? Going Public


On March 25, 2015, the Securities and Exchange Commission (the “SEC”) adopted amendments to Regulation A known as Regulation A+. Regulation A+ was adopted to facilitate capital-raising by smaller companies. Regulation A+ offerings cannot be un...
https://www.securitieslawyer101.com/2015/a-regulation-a-offering/

Tuesday, April 14, 2015

Cashflowbot.com Operator Charged In Ponzi Scheme


On April 14, 2015, the operator Cashflowbot.com was been charged in a ponzi scheme. According to the SEC charges, the perpetrator of a ponzi scheme that raised money from more than 3,000 investors between January 2012 and April 2014. According t...
https://www.securitieslawyer101.com/2015/cashflowbot-com-operator-charged-in-ponzi-scheme/

What State Laws Apply To Regulation A+ Offerings?


On March 25, 2015, the Securities and Exchange Commission (the “SEC”) adopted amendments to Regulation A pursuant to the mandate of Section 401(a) of the JOBS Act. Amended Regulation A known as “Regulation A+”, expands and modernizes former...
https://www.securitieslawyer101.com/2015/state-laws-regulation-a/

Monday, April 13, 2015

SEC Issues Trading Suspensions of 25 Issuers


On April 10, 2015, the Securities and Exchange Commission (the “SEC”) announced the temporary suspension of trading in the securities of the following issuers, commencing at 9:30 a.m. EDT on April 10, 2015, and terminating at 11:59 p.m. EDT o...
https://www.securitieslawyer101.com/2015/sec-issues-trading-suspensions-of-25-issuers/

OTC Markets OTC Pink Sheets Q & A – Going Public Lawyers


Going Public LawyerPosted By Brenda Hamilton, Securities Lawyer In May of 2014, the OTC Markets Group approved new listing requirements for companies seeking quotation of their securities on the OTCQB® Venture Stage Marketplace.  To be quoted on the OTCQB® issuers must have an initial and ongoing $0.01 per share minimum bid price, submit an initial OTCQB application, pay annual fees, and submit annual certifications... Read MoreGoing Public Lawyer
https://www.securitieslawyer101.com/2015/otc-markets-otc-pink-sheets-going-public-lawyers/

What State Laws Apply To Regulation A+ Offerings?


On March 25, 2015, the Securities and Exchange Commission (the “SEC”) adopted amendments to Regulation A pursuant to the mandate of Section 401(a) of the JOBS Act. Amended Regulation A known as “Regulation A+”, expands and modernizes former...
https://www.securitieslawyer101.com/2015/state-laws-regulation-a/

Big Apple Consulting, Mark Jablon and Mark Kaley Lose Appeal


Going Public LawyerOn April 9, 2015, the U.S. Court of Appeals for the Eleventh Circuit upheld a lower court’s ruling in the U.S. Securities and Exchange Commission v. Big Apple Consulting USA Inc., MJMM Investments, LLC, Marc Jablon and Mark Kaley, case number 13-11976. The appellate panel affirmed the district court s ruling in its entirety. In 2009, the SEC filed suit against... Read MoreGoing Public Lawyer
https://www.securitieslawyer101.com/2015/big-apple-consulting-mark-jablon-and-mark-kaley-lose-appeal/

Sunday, April 12, 2015

Jonathan Bryant Ordered to Pay Over $3 Million For 8000 Inc Scam


The Securities and Exchange Commission (the “SEC”) announced that on April 7, 2015, the U.S. District Court for the Southern District of New York entered a final judgment against Jonathan E. Bryant which ordered him to pay $3,168,184.70 in conn...
https://www.securitieslawyer101.com/2015/jonathan-bryant-ordered-to-pay-over-3-million-for-8000-inc-scam/

OTC Markets Pink Sheets Q & A


Posted By Brenda Hamilton, Securities Lawyer In May of 2014, the OTC Markets Group approved new listing requirements for companies seeking quotation of their securities on the OTCQB® Venture Stage Marketplace.  To be quoted on the OTCQB® issu...
https://www.securitieslawyer101.com/2015/otc-markets-pink-sheets-q/

SEC Subpoenas 101 - Securities Attorneys


Receiving a Securities and Exchange Commission ("SEC") subpoena is a new and uncomfortable experience for most market participants. An SEC subpoena is an indication that the Division of Enforcement is investigating potential violations of the fede...
https://www.securitieslawyer101.com/2015/sec-subpoena/

Going Public With Regulation A+ – Going Public Attorneys


Going Public LawyerOn March 25, 2015, the Securities and Exchange Commission (the “SEC”) adopted amendments to Regulation A pursuant to the mandate of Section 401(a) of the JOBS Act.  The amended rules known as Amended A+ were adopted to facilitate capital-raising by smaller companies. Regulation A+ expands existing Regulation A.  Regulation A+ offerings can be used in combination with direct public offerings and... Read MoreGoing Public Lawyer
https://www.securitieslawyer101.com/2015/regulation-a-going-public-attorney/

Going Public With Regulation A+


On March 25, 2015, the Securities and Exchange Commission (the “SEC”) adopted amendments to Regulation A pursuant to the mandate of Section 401(a) of the JOBS Act.  The amended rules known as Amended A+ were adopted to facilitate capital-raisi...
https://www.securitieslawyer101.com/2015/regulation-a-going-public-attorney/

Saturday, April 11, 2015

SEC Charges Vadda Energy Corporation With Oil & Gas Fraud


On April 10, 2015, the Securities and Exchange Commission (the “SEC”) charged Mieka Energy Corporation, and its founder and president Daro Ray Blankenship, with fraudulently offering oil and gas investments. Two of Mieka's salesmen, Robert Will...
https://www.securitieslawyer101.com/2015/sec-charges-vadda-energy-corporation-with-oil-gas-fraud/

Friday, April 10, 2015

SEC Obtains Officer-Director and Penny Stock Bar Against Michael Cohen


On March 6, 2015, the Securities and Exchange Commission (the “SEC”) announced that the United States District Court of New Jersey entered a judgment against Michael M. Cohen. Cohn received a lifetime officer-director bar, lifetime penny stock ba...
https://www.securitieslawyer101.com/2015/sec-obtains-officer-director-and-penny-stock-bar-against-michael-cohen/

SEC Issues Trading Suspension of Triumph Ventures – TRVX


Going Public LawyerOn April 10, 2015, the Securities and Exchange Commission (the “SEC”) announced the trading suspension, pursuant to Section 12(k) of the Securities Exchange Act of 1934 (“Exchange Act”), of trading in the securities of Triumph Ventures Corp. (“Triumph Ventures”) of Jerusalem, Israel, at 9:30 a.m. EDT on April 10, 2015 and terminating at 11:59 p.m. EDT on April 23, 2015.... Read MoreGoing Public Lawyer
https://www.securitieslawyer101.com/2015/sec-issues-trading-suspension-of-triumph-ventures-trvx/

SEC Issues Trading Suspension of Triumph Ventures - TRVX


On April 10, 2015, the Securities and Exchange Commission (the “SEC”) announced the trading suspension, pursuant to Section 12(k) of the Securities Exchange Act of 1934 (“Exchange Act”), of trading in the securities of Triumph Ventures Corp...
https://www.securitieslawyer101.com/2015/sec-issues-trading-suspension-of-triumph-ventures-trvx/

SEC Approves FINRA rule allowing transaction based compensation to unregistered persons


The Securities and Exchange Commission (the “SEC”) recently approved Rule 2040 proposed by the Financial Industry Regulatory Authority (“FINRA”) which applies to the payment of transaction based compensation to unregistered persons by  m...
https://www.securitieslawyer101.com/2015/sec-approves-finra-rule-allowing-transaction-based-compensation-to-unregistered-persons/

Wednesday, April 8, 2015

SEC Issues Trading Suspension of eCareer Common Shares


On April 8, 2014, the Securities and Exchange Commission (the “SEC”) announced the temporary trading suspension of eCareer Holdings, Inc. of Boca Raton Florida. The trading suspension was issued pursuant to Section 12(k) of the Securities Excha...
https://www.securitieslawyer101.com/2015/sec-issues-trading-suspension-of-ecareer-common-shares/

Tuesday, April 7, 2015

SEC Charges Brian Polito With Oil and Gas Fraud


The Securities and Exchange Commission (the "SEC") Division of Enforcement filed suit against GC Resources, LLC and Brian J. Polito for oil and gas fraud.  According to the allegations, Polito defrauded investors through the sale of interests in o...
https://www.securitieslawyer101.com/2015/sec-charges-oil-gas-fraud/

Monday, April 6, 2015

OTC Markets Q & A – Going Public Lawyers


Going Public LawyerPosted By Brenda Hamilton, Securities Lawyer The OTC Markets offers several different tiers for companies to choose from when considering their services. These are 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 reporting companies... Read MoreGoing Public Lawyer
https://www.securitieslawyer101.com/2015/otc-markets-going-public-lawyers/

OTC Markets Q & A - Going Public Lawyers


Posted By Brenda Hamilton, Securities Lawyer The OTC Markets offers several different tiers for companies to choose from when considering their services. These are the OTCQX, OTCQB and OTC Pink marketplaces.  Companies that trading on the OTC Mar...
https://www.securitieslawyer101.com/2015/otc-markets-going-public-lawyers/

Sunday, April 5, 2015