SEC Form D – Notice of Sales

SEC Form DSecurities Lawyer 101 Blog

Whether or not a company is selling shares to accredited or non-accredited investors in its private placement offering under Regulation D, it must file a Form D – Notice of Sales with the Securities & Exchange Commission (the “SEC”). Read More

What Disclosure Is Really Required of Stock Promoters?

Stock Promoters - Investor RelationsWe are often contacted by investors, stock promoters and investor relations firms after the SEC or DOJ brings an action against stock promoters.  We are asked a myriad of questions about the disclosures that must be provided in promotional websites, emails and other investor relations materials.

Read More

Whistleblowers Gone Wild

Don't be a Dummy Whistleblower

Don’t Be A Dummy

Nearly everyone believes the Securities and Exchange Commission’s Whistleblower Program is a good idea.  By the agency’s account, a considerable number of fraudulent schemes have been exposed, and devious perpetrators brought to justice thanks to tips sent in by people who believe they possess information that could help stop crime.  Read More

Frank Speight and International Stock Transfer Charged

Securities Lawyer 101 Blog l Brenda Hamilton AttorneySecurities Lawyer 101 Blog

On July 24, 2014, the Securities and Exchange Commission (the”SEC”) and Department of Justice announced charges against Frank-Speight (Cecil Franklin Speight) and his Florida-based transfer agent with defrauding investors by using aggressive boiler room tactics to peddle worthless securities with promises of high returns or discounted prices. Read More

Carolyn Winsor Apprehended by U.S. Authorities

Brenda Hamilton Attorney BlogSecurities Lawyer 101 Blog

On June 27, 2014, Caroline Winsor, also known as Caroline Meyers and Caroline Danforth was apprehended and is in  custody of the U.S. authorities.  Winsor was indicted with conspiracy, wire fraud, and securities fraud.   In April of 2013, more than a year before her arrest, Winsor was the subject of a detailed forensic report by www.promotionstocksecrets.com, which contained allegations mirroring the governments charges against Winsor.

Read More

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.

Read More

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.   Read More