Securities Lawyer 101 l Brenda Hamilton

Securities Lawyer 101 l Brenda Hamilton

Friday, October 30, 2015

Equity Crowdfunding Approved - Going Public Attorney

Equity Crowdfunding Approved - Going Public Attorney

The Securities and Exchange Commission voted 3-1 to approve the long awaited equity crowdfunding rules. Equity Crowdfunding was adopted pursuant to Title III of the Jumpstart Our Business Act (JOBS Act). As adopted today, the rule allows companies to raise up to $1 million every 12 months in a crowdfunding campaign using an online funding portal or registered broker-dealer.
While the rules do allow non-accredited investors to participate, there are caps on the amounts that may be invested. Commissioner Michael Piwowar had harsh statements for the new rule pointing out the risks to both investors and small companies who failed to comply with the myriad of confusing and complex requirements of the equity crowdfunding exemption. He stated, “I fear that many traps for the unwary are hidden in the regulations, creating potential nightmares for small business owners that fail to place regulatory compliance at the top of their business plans. Such burdens will spook many small businesses from pursuing crowdfunding as a viable path to raising capital”

Equity Crowdfunding Approved - Going Public Attorney

Equity Crowdfunding Approved - Going Public Attorney

The Securities and Exchange Commission voted 3-1 to approve the long awaited equity crowdfunding rules. Equity Crowdfunding was adopted pursuant to Title III of the Jumpstart Our Business Act (JOBS Act). As adopted today, the rule allows companies to raise up to $1 million every 12 months in a crowdfunding campaign using an online funding portal or registered broker-dealer.
While the rules do allow non-accredited investors to participate, there are caps on the amounts that may be invested. Commissioner Michael Piwowar had harsh statements for the new rule pointing out the risks to both investors and small companies who failed to comply with the myriad of confusing and complex requirements of the equity crowdfunding exemption. He stated, “I fear that many traps for the unwary are hidden in the regulations, creating potential nightmares for small business owners that fail to place regulatory compliance at the top of their business plans. Such burdens will spook many small businesses from pursuing crowdfunding as a viable path to raising capital”

Monday, October 12, 2015

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 a viable solution to this dilemma. A Direct Public Offering allows a company to sell its shares directly to investors without the use of an underwriter. With a Direct Public Offering, the company files a registration statement with the Securities and Exchange Commission (“SEC”) under the Securities Act of 1933, as amended (the “Securities Act”).Typically, in going public transaction Form S-1 (”S-1”) registration statements are used. Regulation A+ is a viable alternative to Form S-1 with scaled down disclosure requirements. Tier 1 offerings allow the issuer to offer and sell up to $20 million in a 12-month period. Tier 1 offerings do not preempt state Blue Sky laws. Tier 2 offerings allow the issuer to raise up to $50 million in a 12-month period. A notable advantage of Tier 2 over Tier 1 offerings is preemption of state Blue Sky laws. Tier 2 offerings require the issuer to provide audited financial statements and comply with ongoing reporting obligations.
A company can use Regulation A+ like a Form S-1 registration statement to register securities on its own behalf in an initial public offering, register securities on behalf of its selling security holders in a secondary offering or register securities on its own behalf as well as for selling security holders.

Going Public With A DPO - Going Public Securities Attorneys

Going Public WitMost  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 a viable solution to this dilemma. A Direct Public Offering allows a company to sell its shares directly to investors without the use of an underwriter. With a Direct Public Offering, the company files a registration statement with the Securities and Exchange Commission (“SEC”) under the Securities Act of 1933, as amended (the “Securities Act”).

Typically, in going public transaction Form S-1 (”S-1”) registration statements are used. Regulation A+ is a viable alternative to Form S-1 with scaled down disclosure requirements. Tier 1 offerings allow the issuer to offer and sell up to $20 million in a 12-month period. Tier 1 offerings do not preempt state Blue Sky laws. Tier 2 offerings allow the issuer to raise up to $50 million in a 12-month period. A notable advantage of Tier 2 over Tier 1 offerings is preemption of state Blue Sky laws. Tier 2 offerings require the issuer to provide audited financial statements and comply with ongoing reporting obligations.
A company can use Regulation A+ like a Form S-1 registration statement to register securities on its own behalf in an initial public offering, register securities on behalf of its selling security holders in a secondary offering or register securities on its own behalf as well as for selling security holders.h A DPO - Going Public Securities Attorneys

Sunday, October 11, 2015

SEC Charges Eldrick Woodley with Embezzlement of Client Funds


Going Public LawyerThe Securities and Exchange Commission (SEC) on September 22, 1015, filed fraud charges against Eldrick Woodley, a Houston-based investment advisor, for the embezzlement of more than $147,000 in client capital. According to the SEC s complaint, filed in the U.S. District Court for the Southern District of Texas, Houston Division, Woodley, doing business as the advisory firm Woodley & Co. Wealth Strategies, undertook... Read MoreGoing Public Lawyer
https://www.securitieslawyer101.com/2015/sec-charges-eldrick-woodley-with-embezzlement-of-client-funds/

Saturday, October 10, 2015

SEC Charges Hitachi, LTD. With Violation of FCPA


Going Public LawyerThe Securities and Exchange Commission (SEC) on September 28, 2015 charged Tokyo-based conglomerate Hitachi, Ltd. with violating the Foreign Corrupt Practices Act (FCPA) when it falsified documents regarding payments to South Africa s ruling political party connected with contracts to construct two multi-billion dollar power plants. Hitachi has agreed to pay $19 million to settle the SEC charges. The SEC alleges that... Read MoreGoing Public Lawyer
https://www.securitieslawyer101.com/2015/sec-charges-hitachi-ltd-with-violaion-of-fcpa/

SEC Charges Trinity Capital Corporation with Fraud


The Securities and Exchange Commission (SEC) announced on September 28, 2015 that Trinity Capital Corporation and its wholly-owned subsidiary, Los Alamos National Bank, have agreed to pay $1.5 million to settle accounting fraud charges. An SEC inv...
https://www.securitieslawyer101.com/?p=32145

Friday, October 9, 2015

SEC Files Charges Against Ralph Pirtle and Morando Berrettini for Insider Trading


Going Public LawyerThe Securities and Exchange Commission (SEC) announced on September 25, 2015 that on September 24, 2015, a jury in federal district court in Chicago, Illinois, returned a verdict finding Ralph J. Pirtle and Morando Berrettini responsible for insider trading in the stocks of three companies: Lifeline Systems, Inc., Invacare, Inc., and Intermagnetics Corporation. The SEC’s first amended complaint, which was... Read MoreGoing Public Lawyer
https://www.securitieslawyer101.com/2015/sec-charges-ralph-pirtle-with-insider-trading/

Wednesday, October 7, 2015

SEC Charges Six in Securities Fraud Scheme


Going Public LawyerOn September 24, 2015 the Securities and Exchange Commission (SEC) charged six men, including a father and three sons, with securities fraud associated with Gerova Financial Group Ltd., whose shares once traded on the New York Stock Exchange. In a parallel action, the U.S. Attorney’s Office for the Southern District of New York announced criminal charges against the six: Jason Galanis, his... Read MoreGoing Public Lawyer
https://www.securitieslawyer101.com/2015/sec-charges-six-in-securities-fraud-scheme/

SEC Files Charges Against Ralph Pirtle and Morando Berrettini for Insider Trading


The Securities and Exchange Commission (SEC) announced on September 25, 2015 that on September 24, 2015, a jury in federal district court in Chicago, Illinois, returned a verdict finding Ralph J. Pirtle and Morando Berrettini responsible for insider ...
https://www.securitieslawyer101.com/?p=32130

Promised Riches In $32 Million Amber Mining Pyramid Scheme, Halted By The SEC


Going Public LawyerOn October 1, 2015, the Securities and Exchange Commission (“SEC”) announced it had frozen the assets and filed charges for fraud, against the operator of a worldwide pyramid scheme falsely promising investors that they would profit from a venture allegedly backed by the company’s enormous amber holdings. The SEC’s complaint, filed in federal court in Los Angeles, stated that California resident... Read MoreGoing Public Lawyer
https://www.securitieslawyer101.com/2015/promised-riches-in-32-million-amber-mining-pyramid-scheme-halted-by-the-sec/

FINRA Expels Halcyon Cabot Partners


The Financial Industry Regulatory Authority (FINRA) announced today that it has expelled Halcyon Cabot Partners, Ltd., and barred Chief Executive Officer Michael Morris and Chief Compliance Officer Ronald Heineman from the securities industry, fo...
https://www.securitieslawyer101.com/2015/finra-expels-halcyon-cabot-partners/

Tuesday, October 6, 2015

SEC Files Settled Aiding and Abetting Charges Against Joseph Apuzzo


Going Public LawyerOn September 8, 2015, Judge Alvin Thompson of the U.S. District Court for the District of Connecticut entered a judgment against Joseph Apuzzo, former Chief Financial Officer of Terex Corporation. Apuzzo consented, without admitting or denying the allegations in the SEC s complaint, to be permanently enjoined from violation of Sections 10(b) and 13(b)(5) of the Securities and Exchange Act of... Read MoreGoing Public Lawyer
https://www.securitieslawyer101.com/2015/sec-files-settled-aiding-and-abetting-charges-against-joseph-apuzzo/

Monday, October 5, 2015

Anthony Knight Barred, Enjoined, and Fined for Unregistered Securities


Going Public LawyerOn Thursday, September 3, 2015, United States District Court Judge Denis R. Hurley of the United States District Court for the Eastern District of New York issued an order and judgment imposing relief against Defendant Anthony Knight, the former Chairman of failed Long Island-based internet startup, iShopNoMarkup.com, Inc. Judge Hurley ordered Knight to pay $2.3 million in disgorgement, over $2.5... Read MoreGoing Public Lawyer
https://www.securitieslawyer101.com/2015/anthony-knight-barred-enjoined-fined-for-unregistered-securities/

SEC Files Settled Aiding and Abetting Charges Against Joseph Apuzzo


On September 8, 2015, Judge Alvin Thompson of the U.S. District Court for the District of Connecticut entered a judgment against Joseph Apuzzo, former Chief Financial Officer of Terex Corporation. Apuzzo consented, without admitting or denying the al...
https://www.securitieslawyer101.com/?p=32108

SEC Files Settled Aiding and Abetting Charges Against Joseph Apuzzo


On September 8, 2015, Judge Alvin Thompson of the U.S. District Court for the District of Connecticut entered a judgment against Joseph Apuzzo, former Chief Financial Officer of Terex Corporation. Apuzzo consented, without admitting or denying the al...
https://www.securitieslawyer101.com/?p=32108

Sunday, October 4, 2015

Former Officers of SMF Energy Corp. Charged by the SEC with Fraud


Going Public LawyerThe Securities and Exchange Commission (SEC) on September 25, 2015, announced financial fraud charges against four former SMF Energy Corp. officers, claiming that former CEO Richard E. Gathright, former chief financial officer Michael S. Shore, former chief accounting officer Laura P. Messenbaugh, and former senior vice president of sales and investor relations officer Robert W. Beard vastly inflated SMF s revenues... Read MoreGoing Public Lawyer
https://www.securitieslawyer101.com/2015/former-officers-of-smf-energy-corp-charged-by-the-sec-with-fraud/

Former Officers of SMF Energy Corp. Charged by the SEC with Fraud


The Securities and Exchange Commission (SEC) on September 25, 2015, announced financial fraud charges against four former SMF Energy Corp. officers, claiming that former CEO Richard E. Gathright, former chief financial officer Michael S. Shore, forme...
https://www.securitieslawyer101.com/?p=32102

SEC Charges Six in Securities Fraud Scheme


On September 24, 2015 the Securities and Exchange Commission (SEC) charged six men, including a father and three sons, with securities fraud associated with Gerova Financial Group Ltd., whose shares once traded on the New York Stock Exchange. In...
https://www.securitieslawyer101.com/?p=32019

Saturday, October 3, 2015

Consultant Charged With Insider Trading


Going Public LawyerOn September 23, 2015, the Securities and Exchange Commission (SEC) charged a consultant and his friend with insider trading in the options of P.F. Chang s China Bistro based on nonpublic information about an impending acquisition offer. The SEC claims that Richard G. Condon, a consultant to Panda Restaurant Group, tipped Jonathan Ross with confidential details about the bidding process for... Read MoreGoing Public Lawyer
https://www.securitieslawyer101.com/2015/consultant-charged-with-insider-trading/

Former Fannie Mae Executives Resolve Subprime and Reduced Documentation Disclosure Case with SEC


Going Public LawyerThe Securities and Exchange Commission (SEC) announced on September 22, 2015 that the Honorable Paul A. Crotty of the United States District Court for the Southern District of New York has entered an Order approving a stipulation and agreement between the SEC and defendants Enrico Dallavecchia, the former Chief Risk Officer of Fannie Mae, and Thomas Lund, Fannie Mae s former... Read MoreGoing Public Lawyer
https://www.securitieslawyer101.com/2015/former-fannie-mae-executives-resolve-subprime-and-reduced-documentation-disclosure-case-with-sec/

SEC Announces New Resource – Going Public Attorneys


Going Public LawyerPosted By the Going Public Attorneys On September 24, 2015, the Securities & Exchange Commission (SEC) announced a new resource on its website that is designed to enhance transparency by providing information about the SEC proposals and rulemaking in a single location. The SEC’s new online resource will streamline information making it easier for investors and market participants to follow specific... Read MoreGoing Public Lawyer
https://www.securitieslawyer101.com/2015/sec-announces-resource-going-public-attorneys/

Thursday, October 1, 2015

SEC v. Two Men Who Defrauded Investors


Going Public LawyerOn September 21, 2015 the Securities and Exchange Commission (SEC) charged two men behind a scheme that defrauded investors in YaFarm Technologies Inc., a company that purported to provide stem cell therapy. The SEC s complaint filed in federal court in Boston charged Frank Morelli III, of Florence, Colorado, and Louis Buonocore, of Woburn, Massachusetts, for their roles in the alleged... Read MoreGoing Public Lawyer
https://www.securitieslawyer101.com/2015/sec-v-two-men-who-defrauded-investors/