Securities Lawyer 101 l Brenda Hamilton

Securities Lawyer 101 l Brenda Hamilton

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/

When Private Placements Go Public - Going Public Attorneys


Rule 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 goi...
https://www.securitieslawyer101.com/2015/raising-money-in-private-placements-under-rule-506b-rule-506c/

Raising Money In Private Placements Under Rule 506(b) & Rule 506(c)


The Securities Act of 1933 (the “Securities Act”) provides for a private offering or private placement exemption from federal securities registration which is increasingly being used by companies seeking to raise capital prior to going publi...
https://www.securitieslawyer101.com/?p=31828

Saturday, September 5, 2015

SEC Halts Harrison Schumacher In California-Based Oil and Gas Investment Fraud


Going Public LawyerOn August 27th, 2015, the Securities and Exchange Commission (SEC) announced fraud charges and an emergency asset freeze to halt a California-based scheme involving purported investments in oil and gas projects. According to the SEC’s complaint filed under seal last week in federal court in Los Angeles and unsealed on August 26th, Harrison Schumacher and his two companies Quantum Energy... Read MoreGoing Public Lawyer
https://www.securitieslawyer101.com/2015/sec-halts-harrison-schumacher-in-california-based-oil-and-gas-investment-fraud/

Regulation A+ Lawyers & Going Public Attorneys


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 investment ch...
https://www.securitieslawyer101.com/2015/regulation-a-lawyers-going-public/

Friday, September 4, 2015

SEC Halts Harrison Schumacher In California-Based Oil and Gas Investment Fraud


On August 27th, 2015, the Securities and Exchange Commission (SEC) announced fraud charges and an emergency asset freeze to halt a California-based scheme involving purported investments in oil and gas projects. According to the SEC’s compla...
https://www.securitieslawyer101.com/?p=31825

SEC Halts Harrison Schumacher In California-Based Oil and Gas Investment Fraud


On August 27th, 2015, the Securities and Exchange Commission (SEC) announced fraud charges and an emergency asset freeze to halt a California-based scheme involving purported investments in oil and gas projects. According to the SEC’s compla...
https://www.securitieslawyer101.com/?p=31825

SEC Charges Bank Analyst Ashish Aggarwal With Insider Trading


Going Public LawyerOn August 25th, 2015, the Securities and Exchange Commission (SEC) charged a former investment bank analyst with illegally tipping his close friend with confidential information about clients involved in impending mergers and acquisitions of technology companies. The SEC also charged his friend and another individual with insider trading. The SEC alleges that Ashish Aggarwal, who worked in J.P. Morgan s San... Read MoreGoing Public Lawyer
https://www.securitieslawyer101.com/2015/sec-charges-bank-analyst-ashish-aggarwal-with-insider-trading/

Thursday, September 3, 2015

SEC Charges Bank Analyst Ashish Aggarwal With Insider Trading


On August 25th, 2015, the Securities and Exchange Commission (SEC) charged a former investment bank analyst with illegally tipping his close friend with confidential information about clients involved in impending mergers and acquisitions of tech...
https://www.securitieslawyer101.com/?p=31819

SEC Obtains Summary Judgment Against Xytos In Securities Fraud


Going Public Lawyer
https://www.securitieslawyer101.com/2015/sec-obtains-summary-judgment-against-xytos-in-securities-fraud/

SEC Obtains Summary Judgment Against Xytos in Securities Fraud


  The Securities and Exchange Commission (SEC) announced that on August 24th, 2015, the Honorable Sarah Evans Barker of the United States District Court for the Southern District of Indiana granted the SEC's motion for summary judgment agains...
https://www.securitieslawyer101.com/?p=31816

Tuesday, September 1, 2015

SEC Announces Asset Freeze In EB-5 Offering Scheme


Going Public LawyerOn August 25, 2015, the Securities and Exchange Commission (SEC) announced an asset freeze obtained against a man in Bellevue, Wash., accused of defrauding Chinese investors seeking U.S. residency through the EB-5 Immigrant Investor Pilot Program by investing in his companies. The SEC alleges that Lobsang Dargey and his “Path America” companies have raised at least $125 million in EB-5... Read MoreGoing Public Lawyer
https://www.securitieslawyer101.com/2015/asset-freeze-eb-5-offering/

SEC Announces Asset Freeze In EB-5 Offering Scheme


On August 25, 2015, the Securities and Exchange Commission (SEC) announced an asset freeze obtained against a man in Bellevue, Wash., accused of defrauding Chinese investors seeking U.S. residency through the EB-5 Immigrant Investor Pilot Program b...
https://www.securitieslawyer101.com/2015/asset-freeze-eb-5-offering/