Attorney Kenneth Eade Barred from Practicing Before the SEC

Kenneth EadeSecurities Lawyers Gone Wild Series

On October 28, 2014, the Securities and Exchange Commission (“SEC”) announced the settlement of an administrative proceeding brought by the agency against Kenneth G. Eade, an attorney licensed to practice in California, but living in Paris, France.  Read More

Crowdfunding a Texas Intrastate Offering

Texas Crowdfunding Intrastate ExemptionTexas is the latest state to embrace equity crowdfunding.  On October 22, 2014, the Texas State Securities Board approved proposed Rule 139.25, which exempts intrastate securities offerings using crowdfunding.  Rule 139.25 will become effective next month.   Read More

Crowdfunding a Going Public Transaction

Slow PO - Brenda Hamilton AttorneyThe Securities and Exchange Commission (“SEC”) rules for crowdfunding remain in limbo, but 12 states have passed legislation allowing intrastate crowdfunding.  The SEC as well as state securities regulators have provided meaningful guidance addressing intrastate crowdfunding. Read More

Section 12 – Termination of Registration and Trading Suspensions


Securities Lawyer 101 - Exchange ActSecurities Law Blog

SEC proceedings for registration revocations and trading suspensions have become somewhat common in the microcap markets since the Securities and Exchange Commission (“SEC”) started its Operation Shell Expel initiative.  Proceedings under Section 12(j) are frequently initiated when an SEC reporting company has a  history of delinquent periodic reports and filings. Read More

Stock Spin-Offs 101

Securities Lawyer 101 l Brenda Hamilton Securities Lawyer 101 Blog

A spin-off (“Spin-off”) involves a transaction in which a parent company (“Parent”) distributes securities of its subsidiary (“Subsidiary”) to the Parent’s stockholders so that the Subsidiary becomes a separate, independent company.  Spin-off securities are usually distributed on a pro-rata basis.  State law dictates whether stockholder approval of a spin-off is required.  Securities issued in spin-offs do not require registration under the Securities Act of 1933, as amended (the “Securities Act”) if certain conditions are met.    Read More

Ebola Stock Scams – FINRA Risk Alert

FINRA Risk AlertSecurities Law Blog

The Financial Industry Regulatory Authority (“FINRA”) recently issued a Risk Alert about Ebola Stock Scams. The Risk Alert warns investors about potential investment scams involving companies that claim to be involved in the development of products that will prevent the spread of Ebola and other viral diseases like Middle East Respiratory Syndrome (MERS).  Read More

Judgment Entered Against James Crane CFO of Subaye

Public Company Website - Securities Lawyer 101On October 20, 2014, the Securities and Exchange Commission (the “SEC”) announced a final judgment, in an enforcement action filed by the SEC in May 2013, against James Crane, the former Chief Financial Officer of Subaye, Inc., a company based in China. Among other things, the judgment orders James Crane to pay $150,000. Crane is also barred from serving as an officer or director of a public company for ten years. Read More

DTCC Removes Global Lock of Veltex Corporation’s Securities

VeltexEffective October 17, 2014, the Depository Trust Company (“DTCC”) has reinstated services for the securities of Veltex Corporation (“Veltex”).  Stephen G. Macklem, CFO of Veltex quantified in a statement, “Veltex, thru the retention of the Law Offices of Hamilton & Associates Law Group, P.A. and its principal Veltex attorney Brenda L. Hamilton, has received communications that the global lock of Veltex’s common shares has been removed. Read More