Securities Lawyer 101 l Brenda Hamilton

Securities Lawyer 101 l Brenda Hamilton

Tuesday, June 23, 2015

Regulation A+ Forms Published- Securities Lawyer 101


  On June 19, 2015, Regulation A+ became effective.  The new rule imposes certain filing requirements with the Securities and Exchange Commission (SEC). Regulation A+ requires certain offering information be reported on Form 1-Z and it imp...
https://www.securitieslawyer101.com/2015/regulation-a-forms/

Thursday, June 18, 2015

A Tale of Corporate Hijackings, and Two Stings: Amogear and CitySide


In July of last year, the Securities and Exchange Commission, the U.S. Attorney for the District of Massachusetts, and the Federal Bureau of Investigation brought charges against five individuals whose attempt to manipulate shares of Amogear Inc. w...
https://www.securitieslawyer101.com/2015/tale-of-two-shells-amogear-cityside/

Wednesday, June 17, 2015

Hamilton & Associates Securities Law | Brenda Hamilton Attorney: The Going Public Lawyer's Due Diligence Review

Hamilton & Associates Securities Law | Brenda Hamilton Attorney: The Going Public Lawyer's Due Diligence Review: The securities laws require companies to disclose a myriad of facts during the going public process. These expansive disclosure requirements...

Hamilton

Hamilton: The securities laws require companies to disclose a myriad of facts during the going public process. These expansive disclosure requirements...

Hamilton & Associates Securities Law | Brenda Hamilton Attorney: The Going Public Lawyer's Due Diligence Review

Hamilton & Associates Securities Law | Brenda Hamilton Attorney: The Going Public Lawyer's Due Diligence Review: The securities laws require companies to disclose a myriad of facts during the going public process. These expansive disclosure requirements...

Regulation A+ Offering Circulars On Form 1-A


On March 25, 2015, the Securities and Exchange Commission (“SEC”) adopted amendments to Regulation A pursuant to the mandate of Section 401(a) of the JOBS Act. These amendments included revamping Form 1-A for Regulation A offerings. Amended...
https://www.securitieslawyer101.com/2015/regulation-a-form-1-a/

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-offering/

Amateur Golfer Convicted of Securities Fraud – Going Public Attorney


Going Public Lawyer
https://www.securitieslawyer101.com/2015/securities-fraud-golfers/

Amateur Golfer Convicted of Securities Fraud - Going Public Attorney


  On June 17, 20-15, a federal jury convicted amateur golfer, Eric McPhail and Douglas Parigian. McPhail was convicted of conspiracy and securities fraud for his role in an insider trading ring that traded on inside information about American...
https://www.securitieslawyer101.com/2015/securities-fraud-golfers/

Amateur Golfer Convicted of Securities Fraud - Going Public Attorney


  On June 17, 20-15, a federal jury convicted amateur golfer, Eric McPhail and Douglas Parigian. McPhail was convicted of conspiracy and securities fraud for his role in an insider trading ring that traded on inside information about American...
https://www.securitieslawyer101.com/2015/31483/

Going Public Lawyer- DPO Attorney- Brenda Hamilton


Going 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 ...
https://www.securitieslawyer101.com/2015/going-public-lawyer-dpo-attorney-brenda-hamilton/

Tuesday, June 16, 2015

Going Public – Regulation A+ – IPO Alternative


Going Public LawyerRegulation A+ is designed to facilitate smaller companies’ access to capital by providing an alternative to direct public offerings/DPO s and initial public offerings/IPO s.  Regulation A+’s new rules provide investors with more investment choices and issuers with more capital raising options during their going public transactions.  Regulation A+ provides a workable alternative to an initial public offering/IPO by allowing companies to raise capital without... Read MoreGoing Public Lawyer
https://www.securitieslawyer101.com/2015/going-public-regulation-a-ipo-alternative/

Going Public - Regulation A+ - IPO Alternative


Regulation A+ is designed to facilitate smaller companies’ access to capital by providing an alternative to direct public offerings/DPO's and initial public offerings/IPO's.  Regulation A+’s new rules provide investors with more investmen...
https://www.securitieslawyer101.com/2015/going-public-regulation-a-ipo-alternative/

Form 10 Registration State v Form S-1 Registration Statement


Form S-1 registration statements provide issuers with flexibility in going public transactions.  A registration statement on Form S-1 can be used to register specific securities for a company to sell to investors and specific shares for the compa...
https://www.securitieslawyer101.com/2014/difference-form-10-form-s-1-registration-statements/

Monday, June 15, 2015

Foreign Issuers - Going Public Attorneys


Foreign companies going public in the United States must file a registration statement covering a class of securities pursuant to the Securities Exchange Act of 1934, as amended (“Exchange Act”) if the class of securities will be listed on a ...
http://www.goingpublicattorneys.com/2015/foreign-issuers-going-public-attorneys/

Sunday, June 14, 2015

The Role of The Going Public Attorney - Securities Lawyer 101


The role of the going public attorney is one of the most important in the going public process.  The going public attorneys at Hamilton & Associates Law Group have provided private companies with their going public solutions for over 15 ...
https://www.securitieslawyer101.com/2014/roles-going-public-attorney/

Saturday, June 13, 2015

Exchange Act Registration & Going Public For Foreign Issuers


Going Public LawyerForeign companies going public in the United States must file a registration statement covering a class of securities pursuant to the Securities Exchange Act of 1934, as amended (“Exchange Act”) if the class of securities will be listed on a United States national securities exchange such as Nasdaq. A foreign private issuer must register a class of equity securities under... Read MoreGoing Public Lawyer
https://www.securitieslawyer101.com/2015/exchange-act-registration-going-public-foreign-issuers/

Exchange Act Registration & Going Public For Foreign Issuers


Foreign companies going public in the United States must file a registration statement covering a class of securities pursuant to the Securities Exchange Act of 1934, as amended (“Exchange Act”) if the class of securities will be listed on a Un...
https://www.securitieslawyer101.com/?p=26746

When Can Public Companies Use Social Media? Going Public Lawyers


[caption id="attachment_19753" align="aligncenter" width="1000"] Social Media is OK - Securities Lawyer 101[/caption] Securities Lawyer 101 Blog The use of social media is a growing concern with new exemptions that allow issuers to engage in gene...
https://www.securitieslawyer101.com/2015/sec-says-social-media/

What Is Schedule 14-C? Going Public Lawyers


Securities Lawyer 101 Blog A Schedule 14-C attorney prepares a proxy statement when a public company holds its stockholders' meeting each year and when the issuer holds special meetings to vote on corporate actions such as name changes and merge...
https://www.securitieslawyer101.com/2014/schedule-14-c-going-public-lawyers/

Smooth Sailing For General Solicitation Under Rule 506


Securities Lawyer 101 Blog Rule 506(c) fundamentally changes how private placements will be conducted, by allowing issuers to engage in general solicitation and advertising if they comply with the Rule's specific requirements.  The advantages o...
https://www.securitieslawyer101.com/2013/rule-506-c-offering/

Spam 101 l Securities Lawyer 101 Blog


Securities Lawyer 101 Blog Spam is unsolicited information--usually cast in the form of an advertisement--that is sent to a large number of recipients electronically.  Spam may take the form of an email or a series of message board postings. Th...
https://www.securitieslawyer101.com/2013/spam-101/

What Rules Apply to Investor Relations Activity?


Investor relations or stock promotion involves the dissemination of information about a public company to increase its stock price and trading volume. The person who publishes this information  is sometimes referred to as a “Stock Promoter
https://www.securitieslawyer101.com/2014/investor-relations-insights/

The Exchange Act Lawyer's Role In Going Public Matters


Securities Lawyer 101 Form 10 registration statements and Exchange Act reporting are required by Securities Exchange Act of 1934 (the “Securities Exchange Act”) under certain circumstances. Exchange Act reporting follows going public transac...
https://www.securitieslawyer101.com/2014/exchange-act-lawyer/

Form 10 Registration Statements -The Going Public Lawyers


Securities Law 101 Blog Registration Statements on Form 10 ("Form 10") register a class of securities under Section 12(g) of the Securities Exchange Act of 1934 (the “Exchange Act”).  Unlike securities registered under the Securities Act of...
https://www.securitieslawyer101.com/2014/form-10-registration-statement-q-a/

Registration Statement Attorneys - IPO-DPO


Securities Lawyer 101 Blog Many private companies are unable to locate an underwriter prior to filing a registration statement to go public.  Registration statement attorneys often recommend that issuers use of a resale registration statement whe...
https://www.securitieslawyer101.com/2013/registration-statement-attorneys/

Going Public: Pros and Cons- Going Public Lawyers


Going Public 101 Blog A Going Public Lawyer is an important part of the overall going public process.   A Going Public Lawyer in the beginning of the process assists the issuer in structuring its transaction the most time and cost effective way t...
https://www.securitieslawyer101.com/2015/going-public-lawyer-insights/

The Laws That Apply To Going Public & Public Companies


The first laws that apply to going public transactions are contained in the Securities Act of 1933 (the "Securities Act"). The Securities Act was followed by the Securities Exchange Act of 1934 (the "Exchange Act"). Going Public attorneys must be ...
https://www.securitieslawyer101.com/2015/going-public-law/

The Laws That Apply To Going Public & Public Companies


.The first laws that apply to going public transactions are contained in the Securities Act of 1933 (the "Securities Act"). The Securities Act was followed by the Securities Exchange Act of 1934 (the "Exchange Act"). Going Public attorneys must be...
https://www.securitieslawyer101.com/2015/going-public-law/

Friday, June 12, 2015

Going Public Attorneys & Drafting Disclosures


A going public attorney is one of the most important participants in the going public process.  The going public attorneys at Hamilton & Associates Law Group have provided private companies with their going public solutions for over ten...
https://www.securitieslawyer101.com/2015/going-public-attorneys-disclosure/

Going Public Lawyer- DPO Attorney- Brenda Hamilton


Going 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 ...
https://www.securitieslawyer101.com/2015/going-public-lawyer-dpo-attorney-brenda-hamilton/

Nicholas Lattanzio Charged in Hedge Fund Fraud


Going Public LawyerOn June 10, 2015, the Securities and Exchange Commission announced that it had charged Nicholas Lattanzio, the manager of Black Diamond Capital Appreciation Fund for falsely promising small businesses that he would arrange project financing for them and generate substantial returns on money they invested in his fund.  According to the SEC’s complaint, Lattanzio told small business owners that they... Read MoreGoing Public Lawyer
https://www.securitieslawyer101.com/2015/nicholas-lattanzio-charged-in-hedge-fund-fraud/

OTC Markets Prepares For Regulation A+ – Going Public


Going Public LawyerOn March 25, 2015, the Securities and Exchange Commission (“SEC”) adopted amendments to Regulation A. The new rules, known as Regulation A+, update and expand the existing Regulation A, and are mandated by Title IV of the Jumpstart Our Business Startups (JOBS) Act passed in 2012. Regulation A+ is effective on June 19, 2015. OTC Markets Group recently published proposed amendments to... Read MoreGoing Public Lawyer
https://www.securitieslawyer101.com/2015/otc-markets-regulation-a-going-public/

OTC Markets Prepares For Regulation A+ - Going Public


On March 25, 2015, the Securities and Exchange Commission (“SEC”) adopted amendments toRegulation A known as Regulation A+. Regulation A+ was adopted to facilitate capital-raising by small businesses. Regulation A+ is effective on June 19, 2...
https://www.securitieslawyer101.com/2015/otc-markets-regulation-a-going-public/

Wednesday, June 10, 2015

Can Regulation A+ Be Used For a Shelf Offering?


Going Public LawyerAmended 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 transactions to register shares held by selling stockholders.  This helps the issuer to satisfy FINRA s shareholder requirements for a ticker symbol assignment. Rule 251(d)(3) allows... Read MoreGoing Public Lawyer
https://www.securitieslawyer101.com/2015/regulation-a-shelf-offering/

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/?p=29490

Tuesday, June 9, 2015

Will My Regulation A Offering Be Integrated?


The 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 avai...
https://www.securitieslawyer101.com/?p=29534

Who Can Conduct A Regulation A+ Offering? Going Public


On March 25, 2015, the Securities and Exchange Commission (“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 undert...
https://www.securitieslawyer101.com/?p=28593

Monday, June 8, 2015

States Challenge Regulation A+ - Securities Offerings


The recent amendments to Regulation A (often called Regulation A+) provide a manageable exemption for raising capital. The exemption can be used by both private and non-reporting trading companies such as OTC Pink listed issuers. Regulation A prov...
https://www.securitieslawyer101.com/?p=31149

Friday, June 5, 2015

SEC Freezes Profits From Avon Stock Manipulation Scheme


On June 4, 2015, the Securities and Exchange Commission (SEC) announced an emergency asset freeze of two U.S. brokerage accounts connected to schemes to manipulate the securities of Avon and other stocks, thwarting any ability for fraudsters to ca...
https://www.securitieslawyer101.com/2015/avon-stock-manipulation/

What is a Reverse Stock Split? Securities Lawyer 101


Securities Lawyer 101 Blog Reverse stock splits are often used by public companies to reduce the amount of securities outstanding.  Reverse splits are also be used by private companies in corporate restructurings.  Typically in a reverse split, ...
https://www.securitieslawyer101.com/2015/reverse-stock-split/

Thursday, June 4, 2015

The SEC Statement on the Registration Statement Process


Securities Lawyer 101 Blog The Securities and Exchange Commission recently announced the issuance of Commissioner Elisse B. Walter's statement, "The Commission’s Registration Process: How to Better Administer an Ounce of Prevention".  The ...
https://www.securitieslawyer101.com/2014/draft-registration-statements/

Why Stay Private? The Assault On Small Business


The primary reasons a small business go public is to raise capital.  Over the past few years, it is obviously that regulators have targeted small companies seeking to access the public markets. When doing so, regulators tout the evils of the mic...
https://www.securitieslawyer101.com/2015/small-business/

Wednesday, June 3, 2015

SEC Charges Four With Insider Trading Ahead of Secondary Offerings


Going Public LawyerOn June 3, 2015, the Securities and Exchange Commission announced insider trading charges against four individuals stealing confidential information from investment banks and their public company clients in order to trade in advance of secondary stock offerings.  The scheme allegedly involved at least 15 stocks and generated more than $4.4 million in illegal trading profits. The SEC charges allege that... Read MoreGoing Public Lawyer
https://www.securitieslawyer101.com/2015/sec-charges-insider-trading/

BrokerCheck Announces PR Campaign


On June 1, 2015, the Financial Industry Regulatory Authority (FINRA) announced that it had launched a campaign promoting BrokerCheck (brokercheck.finra.org). BrokerCheck allows investors to access information about a broker's employment history, ce...
https://www.securitieslawyer101.com/?p=31056

Retired Teachers Scammed In Ponzi Scheme


Going Public LawyerOn June 1, 2014, the Securities and Exchange Commission (SEC) announced it had brought charges in a Ponzi Scheme. According to the SEC Charges, the scheme was orchestrated by an investment adviser who took siphoned money from his investment fund and defrauded investors, including several local teachers and law enforcement officers.  The SEC complaint alleges that Phil Donnahue Williamson conducted a Ponzi scheme with... Read MoreGoing Public Lawyer
https://www.securitieslawyer101.com/2015/ponzi-scheme-teachers/

Retired Teachers Scammed In Ponzi Scheme


On June 1, 2014, the Securities and Exchange Commission (SEC) announced it had brought charges in a Ponzi Scheme. According to the SEC Charges, the scheme was orchestrated by an investment adviser who took siphoned money from his investment fund...
https://www.securitieslawyer101.com/?p=31067

SEC Charges Four With Insider Trading Ahead of Secondary Offerings


On June 3, 2015, the Securities and Exchange Commission announced insider trading charges against four individuals stealing confidential information from investment banks and their public company clients in order to trade in advance of secondary st...
https://www.securitieslawyer101.com/?p=31063

Boiler Rooms Booming In 2015


Over the past few weeks, we have had multiple requests from investors to review information they received after boiler room. Boiler rooms are also referred to as "call centers" or "phone rooms".  No doubt the increase in phone rooms has resulted f...
https://www.securitieslawyer101.com/2015/boiler-rooms/

Tuesday, June 2, 2015

Better Late Than Never - Corporate Hijackings


On June 2, 2015, the Securities and Exchange Commission (“SEC”) announced the temporary suspension of trading in the securities of four issuers to prevent corporate hijackings. The trading suspensions begin at 9:30 a.m. EDT on June 2, 2015 a...
https://www.securitieslawyer101.com/2015/corporate-hijackings-shell-expel/

Better Late Than Never - Corporate Hijackings


On June 2, 2015, the Securities and Exchange Commission (“SEC”) announced the temporary suspension of trading in the securities of four issuers to prevent corporate hijackings. The trading suspensions begin at 9:30 a.m. EDT on June 2, 2015 a...
https://www.securitieslawyer101.com/2015/corporate-hijackings-shell-expel/