Securities Lawyer 101 l Brenda Hamilton

Securities Lawyer 101 l Brenda Hamilton

Monday, May 25, 2015

SEC Inquiries and Investigations


The SEC’s Enforcement Division conducts investigations pursuant to formal Orders of Investigation that authorize the staff of the Enforcement Division to seek the production of relevant information, either in the form of documents or witness tes...
https://www.securitieslawyer101.com/2015/sec-inquiries-investigations/

Sunday, May 24, 2015

What is a Private Placement Memorandum?


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 ...
https://www.securitieslawyer101.com/2014/private-placement-memorandum/

Saturday, May 23, 2015

Attorney Indicted After Feds Use Receivership Shell In Sting


Richard Weed ("Weed"), a securities lawyer, was recently 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...
https://www.securitieslawyer101.com/2014/richard-weed-indicted-reverse-merger/

SEC Comments 101 - Going Public Lawyers


Private companies seeking to go public are often unaware of the SEC comment process.  The SEC comment process applies to registration statements filed by companies who go public using an initial public offering (“IPO”) as well as to compan...
https://www.securitieslawyer101.com/2013/sec-comments-101/

What Disclosures Are Required in Form 10-K ?


Securities Lawyer 101 Blog Form 10-K is a comprehensive annual report filed by SEC reporting companies that details information about the issuer and its operations. Form 10-K is required pursuant to Section 13 or 15(d) of the Securities Exchange A...
https://www.securitieslawyer101.com/2013/form-10-k/

What Are the Prospectus Delivery Requirements? Going Public


Securities Lawyer 101 Blog Under the Securities Act of 1933 as amended (the "Securities Act"), a Company that conducts an initial public offering ("IPO") including in a going public transaction must adequately disclose material information to in...
https://www.securitieslawyer101.com/2014/prospectus-delivery-requirements/

Can I Use Preferred Stock in An EB-5 Offering?


The purpose of the EB-5 Offering Program is to promote the immigration of people who can help create jobs for United States workers through their investment of capital into the United States economy. Immigrants who invest their capital in job-creat...
https://www.securitieslawyer101.com/2014/eb-5-offering-lawyer/

Friday, May 22, 2015

SEC Rules Affecting Shell Companies


Going Public LawyerThe Securities and Exchange Commission (“SEC”) has published releases relating to Shell Companies that affect the use of Rule 144 of the Securities Act of 1933, as amended (the “Securities Act”), by shareholders of Shell Companies. In addition, the rules limit registration of securities on Form S-8 of the Securities Act and affect disclosures required in Form 8-K under the... Read MoreGoing Public Lawyer
https://www.securitieslawyer101.com/2015/sec-shell-companies/

Wednesday, May 20, 2015

Will My Regulation A Offering Be Integrated?


Going Public LawyerThe Regulation A offering integration rules prevent companies from improperly avoiding registration by dividing a single securities offering into multiple securities offerings to take advantage of Securities Act exemptions that would not be available for the combined offering. Recently amended Regulation A also known as Regulation A+ contains integration safe harbor provisions. Under Rule 251(c), a Regulation A+ offerings will not... Read MoreGoing Public Lawyer
https://www.securitieslawyer101.com/2015/regulation-a-offering-integration/

Tuesday, May 19, 2015

Receiver Appointed in North Dakota Developments Ponzi Scheme


We've so far written twice about North Dakota Developments (“NDD”), a real estate Ponzi scheme operated by .  In the course of the scam, Gavin and Hogan, who are United Kingdom citizens, relieved investors of more than $62 million.  The pair ...
https://www.securitieslawyer101.com/2015/north-dakota-developments-ponzi-scheme/

Receiver Appointed in North Dakota Developments Ponzi Scheme


We've so far written twice about North Dakota Developments (“NDD”), a real estate Ponzi scheme operated by Robert L. Gavin and Daniel J. Hogan.  In the course of the scam, Gavin and Hogan, who are United Kingdom citizens, relieved investors of...
https://www.securitieslawyer101.com/2015/receiver-north-dakota-developments-ponzi-schem/

Monday, May 18, 2015

Can Regulation A+ Be Used For a Shelf Offering?


Amended Regulation A or Regulation A+ allows issuers to conduct continuous or delayed offerings under pursuant to Rule 251(d)(3). Continuous or delayed offerings are also known as shelf offerings. Shelf offerings are often used in going public tr...
https://www.securitieslawyer101.com/2015/regulation-a-shelf/

Do I Have To Amend My Form D? Going Public Attorneys


Going Public LawyerWhen a company decides to raise money in a Regulation D offering as part of its going public transaction, it must file a Form D – Notice of Sales with the Securities and Exchange Commission Rule 504, 505 or 506 of Regulation D of the Securities Act of 1933, as amended (the “Securities Act”). A Form D must also be... Read MoreGoing Public Lawyer
https://www.securitieslawyer101.com/2015/amend-form-d/

Douglas Parigian Pleads Guilty in Amateur Golfers Scheme


Going Public LawyerOn May 13, 2015, the Securities and Exchange Commission (SEC ) announced that Douglas Parigian pled guilty to criminal charges of conspiracy and securities fraud for his role in an insider trading ring involving trading in the stock of American Superconductor Corporation. The criminal charges against Parigian arose out of the same fraudulent conduct alleged in an SEC action for securities fraud filed... Read MoreGoing Public Lawyer
https://www.securitieslawyer101.com/2015/douglas-parigian/

Sunday, May 17, 2015

EDGAR Prepares For Regulation A+ – Going Public Attorneys


Going Public LawyerThe SEC s EDGAR system is being updated to prepare for Regulation A+. On April 23, 2015, the SEC adopted changes to Volume I and Volume II of the EDGAR Filer Manual. Revisions include: The revisions to the SEC’s EDGAR filer manual reflect recent amendments to Regulation A to accept Regulation A forms including DOS, DOSLTR, 1-A, 1-A/A, 1-A POS, 1-A-W, 1-A-W/A, 253G1, 253G2, 253G3, 253G4,... Read MoreGoing Public Lawyer
https://www.securitieslawyer101.com/2015/regulation-a-edgar/

EDGAR Prepares For Regulation A+ - Going Public Attorneys


The SEC's Edgar system is being updated to prepare for Regulation A+. On April 23, 2015, the SEC adopted changes to Volume I and Volume II of the EDGAR Filer Manual. Revisions include: The revisions to the SEC’s EDGAR filer manual refle...
https://www.securitieslawyer101.com/2015/regulation-a-edgar/

What Is DTC Eligibility? Going Public Attorneys


Going Public LawyerDTC’s eligibility creates liquidity for companies after a going public transaction. DTC’s Issue Eligibility program allows newly issued securities as well as secondary offerings that meet DTC’s eligibility criteria to become eligible for the depository and book-entry services of The Depository Trust Company (DTC). DTC eligibility means that a security is freely tradable and fungible and is otherwise qualified to be... Read MoreGoing Public Lawyer
https://www.securitieslawyer101.com/2015/dtc-eligibility-going-public-attorneys-2/

Morgan Stanley Fined $2 Million for Short Sale & Short Interest Reporting


Going Public LawyerOn May 3, 2015, The Financial Industry Regulatory Authority (FINRA) announced it has fined Morgan Stanley & Co. $2 million for short sale and short interest reporting and rule violations that spanned a period of more than six years, and for failing to implement a supervisory system reasonably designed to detect and prevent such violations. Thomas Gira, Executive Vice President, FINRA... Read MoreGoing Public Lawyer
https://www.securitieslawyer101.com/2015/morgan-stanley-short-sale-short/

Saturday, May 16, 2015

Morgan Stanley Fined $2 Million for Short Sale & Short Interest Reporting


On May 3, 2015, The Financial Industry Regulatory Authority (FINRA) announced it has fined Morgan Stanley & Co. LLC $2 million for short interest reporting and short sale rule violations that spanned a period of more than six years, and for fai...
https://www.securitieslawyer101.com/2015/morgan-stanley-short-sale-short-interest-violations/

Friday, May 15, 2015

SEC Halts Advance Fee Scam Targeting Home Building Industry


On May 15, 2015, the Securities and Exchange Commission (SEC) announced charges and an emergency asset freeze in an alleged advance fee scam involving bogus prime bank instruments. The SEC complaint was filed on  May 11, 2015, in the U.S. District...
https://www.securitieslawyer101.com/2015/advance-fee-scam/

What Disclosures Are Required in Form 10-K ?


Securities Lawyer 101 Blog Form 10-K is a comprehensive annual report filed by SEC reporting companies that details information about the issuer and its operations. Form 10-K is required pursuant to Section 13 or 15(d) of the Securities Exchange A...
https://www.securitieslawyer101.com/2013/form-10-k/

Steven Palladino Pleads Guilty to Criminal Contempt for Violating SEC Orders


On May 14, 2015, the Securities and Exchange Commission (SEC) announced that, Steven Palladino pled guilty to 25 counts of criminal contempt charged by the United States Attorney's Office for the District of Massachusetts based on his repeated violat...
https://www.securitieslawyer101.com/2015/steven-palladino-criminal-contempt-sec-orders/

Wednesday, May 13, 2015

Three SEC Stop Orders, One Mystery? Going Public Attorneys


On May 11, 2015, the Securities and Exchange Commission (“SEC”) instituted administrative proceedings against two penny stock companies, Visual Acumen, Inc., and First Xeris Corp. (FXER).  The purpose of the actions was to establish grounds fo...
https://www.securitieslawyer101.com/2015/sec-stop-orders-one-mystery/

Monday, May 11, 2015

Rule 144 Q & A - Going Public Lawyers


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 Securitie...
https://www.securitieslawyer101.com/2015/rule-144-going-public-lawyers/

Sunday, May 10, 2015

What is a Sponsoring Market Maker? Going Public Attorneys


Posted By Brenda Hamilton, Securities Lawyer 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 obta...
https://www.securitieslawyer101.com/2015/sponsoring-market-makers/

Friday, May 8, 2015

FINRA Halts Trading in Riviera Tool Company


Moving with unusual speed, the Financial Industry Regulatory Authority (FINRA) halted trading in Riviera Tool Company (RIVT) after the closing bell on May 7, 2015.  The action was a U3 Extraordinary Event halt.  In a U3, “trading is halted beca...
https://www.securitieslawyer101.com/2015/riviera-tool-company-rivt/

Thursday, May 7, 2015

Securities Lawyers Gone Wild – John Briner Criminally Charged


Going Public LawyerThe walls are closing in on former securities attorney John Briner.  In the past two months, he s been criminally charged in the Provincial Court of British Columbia, sued by the U.S. Commodity Futures Trading Commission (“CFTC”), and disciplined by the Law Society of British Columbia.  Briner s new problems follow on a series of enforcement actions brought against him by the... Read MoreGoing Public Lawyer
https://www.securitieslawyer101.com/2015/criminal-charges-john-briner/

Securities Lawyers Gone Wild - John Briner Criminally Charged


The walls are closing in on former securities attorney John Briner.  In the past two months, he's been criminally charged in the Provincial Court of British Columbia, sued by the U.S. Commodity Futures Trading Commission (“CFTC”), and discipli...
https://www.securitieslawyer101.com/2015/criminal-charges-john-briner/

Short Swing Profits Q & A


The "Short Swing Profit" rules were created to prevent insiders, who have greater access to material company information, from taking advantage of information for the purpose of making short-term profits from trading an issuer's securities.  Thi...
https://www.securitieslawyer101.com/2015/short-swing-profits-q/

Wednesday, May 6, 2015

SEC Shuts Down North Dakota Developments Real Estate Ponzi Scheme


On May 5, 2015, the Securities and Exchange Commission (“SEC”) obtained a temporary restraining order against North Dakota Developments, LLC (“NDD”), Robert L. Gavin and Daniel J. Hogan in connection with an elaborate real estate development ...
https://www.securitieslawyer101.com/2015/north-dakota-developments/