The Form 10 Registration Statement – Ask Securities Lawyer 101

Securities Lawyer 101 Blog

Form 10 is a Registration Statement used to register a class of securities pursuant to Section 12(g) of the Securities Exchange Act of 1934 (“Exchange Act”).  This blog post addresses common questions we receive from clients about Form 10 registration statements.

Q. Which companies can register a class of securities on Form 10?

A. All companies can register securities on Form 10 regardless of whether they are public or private. Read More

Confidential Treatment Requests 101

Confidential Treatment Requests - Securities Lawyer 101

An issuer filing a registration statement with the Securities and Exchange Commission (the “SEC”) that desires to keep certain information confidential and out of the public domain may do so under limited circumstances by filing an SEC request for confidential treatment.  Generally, the SEC will not grant a confidential treatment request with respect to information that is specifically required to be disclosed under the securities laws or information that is otherwise material to investors.

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The SEC’s Oversight of the Registration Statement Process

 Securities Law Blog l Registration StatementSecurities Lawyer 101 Blog

The Securities and Exchange Commission (“SEC”) is the key regulator of going public transactions, securities offerings and securities professionals. During the going public and registration statement process the SEC provides oversight of various professionals involved in the process.  These include Read More

Company Website Requirements for Periodic Reports

Public Company Website - Securities Lawyer 101Securities Lawyer 101 Blog

It has become almost  routine for publicly traded companies to use their websites to provide information to investors.  In going public transactions, the issuer’s website can be used to keep shareholders informed about the different stages of the going public process.   Read More

Current Status of the JOBS Act Proposals

CrowdfundingSecurities Law Blog

The Jumpstart Our Business Startups Act (or JOBS Act) (the “JOBS Act”), enacted in 2012, is intended, among other things, to reduce barriers to capital formation, particularly for smaller companies. Read More

SEC Charges Investor Relations Provider, Kevin McGrath

Insider TradingOn July 22, 2014, the Securities and Exchange Commission (the “SEC”) charged a partner at a New York-based investor relations firm with insider trading on confidential information he learned about two clients while he helped prepare their press releases.   The SEC alleges that Kevin McGrath sold his shares in Misonix Inc. upon learning that the company was set to announce disappointing financial results.  Read More

SEC Charges Brokers, and Codesmart Executive in Pump-And-Dump Scheme

Securities Fraud l Brenda Hamilton AttorneyOn July 17, 2014, the SEC charged individuals who pocketed millions of dollars running an elaborate pump-and-dump scheme involving shares of a medical education company in Pennsylvania and two other microcap stocks.

The SEC alleges that the stock market manipulation ring included two self-described bankers, a pair of dishonest brokers, and a corrupt company executive who issued misleading press releases.  The SEC suspended trading in one of the microcap companies before they could illegally profit further. Read More

SEC Charges Christopher Plummer & Cex Cowsert in Vaccine Development Scam

Securities Fraud - Securities Lawyer 101On July 18, 2014, the Securities and Exchange Commission (the “SEC”) charged what it described as a serial con artist and a penny stock company CEO with misleading investors in a supposed vaccine development company by issuing false press releases portraying it as a successful venture when it was in fact a failing enterprise.

The SEC alleges that Christopher Plummer teamed up with the CEO of CytoGenix, Lex M. Cowsert, to defraud investors with extravagant claims about the microcap company’s revenue and other benefits. Read More