Exempt Direct Public Offering Insights

Exempt Direct Public Offerings - Using Rule 506 (c)Securities Lawyer 101 Blog

One of the most important aspects of the going public process involves deciding the terms of the offering that will be presented to investors.  The terms of a company’s offering could have future impacts on your business.  Investors want to know they will an exit strategy in the future and this can be accomplished a number of ways. Read More

How Foreign Issuers Benefit from the JOBS Act

Securities Lawyer 101 Blog

As the Securities and Exchange Commission (“SEC”) finishes the rule making that provides a structure for full implementation of the JOBS Act, much has been written about its impact on going public transactions and foreign issuers. Less has been said about the benefits it may confer on foreign issuers trading in U.S. markets. Read More

SEC Obtains Judgments Against Danny Garber and Michael Manis

Sarbanes Oxley - Securities Lawyer 101Securities Lawyer 101 Blog

On August 13, 2015, the Securities and Exchange Commission announced settlements and final judgments were entered against Danny Garber, Michael Manis, Kenneth Yellin, Jordan Feinstein, and certain entity defendants in SEC v. Garber et al., 12-cv-9339 (SAS) (S.D.N.Y.).   Read More

EB-5 Source of Funds Requirement

Securities Lawyer 101 BlogGoing Public Foreign Companies - Brenda Hamilton Attorney

The EB-5 visa program grants foreign investors a green card for themselves and their immediate family in exchange for a capital investment of at least $500,000 in a qualified U.S. business enterprise.  To qualify under the EB-5 program, a foreign investor has two options. Read More

Confidential Submission of Draft SEC Registration Statements

Ask Securities Lawyer 101 l Confidential Submission of SEC Registration Statements

Securities Lawyer 101 Blog

The Jumpstart Our Business Startups Act (the “JOBS Act”) allows an “emerging growth company” to submit a draft of its registration statement and exhibits to the Securities and Exchange Commission (the “SEC”) on a confidential basis. This blog posts addresses the common questions we receive about confidential registration statement submissions.

Q. When does an emerging growth company have to file its registration  Read More

Section 16 Reporting & Going Public Transactions

Securites Lawyer 101 l SEC DisclosureSecurities Lawyer 101 Blog

Once the SEC staff declares a company’s Form S-1 registration statement effective in a going public transaction, the company becomes subject to Exchange Act reporting requirements even if it does not have its ticker symbol. Read More

Corporate Hijackings During The Going Public Process

Securities Lawyer 101 l HijackingSecurities Lawyer 101 Blog

Corporate hijackings, also known as corporate identity theft, of public shell companies have been a problem for more than a decade. Hijackings are increasingly used by fraudsters to acquire control of publicly traded shell companies and then to sell them to unsuspecting private companies seeking to go public.
Read More

Reefer Madness Continues As More Are Indicted In Pot Stock Scams

Reefer Madness - Securities Lawyer 191Securities Lawyer 101 Blog

On August 5, 2014, the Attorney’s Office for the Western District of Washington announced criminal charges against Mikhail Galas, Alexander Hawatmeh, and Christopher Mrowca in connection with two heavily touted pot stocks, Growlife and Hemp, Inc., and several other penny issues.

According to the charges, the three young men—they’re in their early 20s–manipulated penny stocks, and then laundered the proceeds by purchasing precious metals.

Read More