August 2013 Archives - Going Public Lawyers

Going Public Law

Securities Lawyer 101 Blog A private company going public is subject to three federal securities laws, each with its own unique requirements.  The three laws are the Securities Act of 1933 (the “Securities Act”), the Securities Exchange Act… Read More

Can Convertible Debt Be Used to Issue Free Trading Shares?

Securities Lawyer 101 Blog In the past few years, many OTC issuers have misused aged debt to issue unrestricted securities by obtaining a legal opinion from a corrupt or incompetent securities attorney. This improper use of aged debt to… Read More

How Does a Company Bring SEC Filings Current?

The Securities Exchange Act of 1934 (the “Exchange Act”) imposes ongoing disclosure obligations that include an obligation to file periodic reports on Form 10-K and Form 10-Q and current reports on Form 8-K with the Securities and Exchange Commission… Read More

SEC Obtains Judgment Against Jonathan Gilchrist

On August 15, 2013, the SEC obtained a summary judgment against Jonathan Gilchrist for violation of the antifraud and registration provisions of the federal securities laws. On August 16, 2013, the court entered a final judgment imposing monetary and… Read More

Smooth Sailing For General Solicitation Under Rule 506(c)

Rule 506(c) fundamentally changes how private placements will be conducted, by allowing issuers to engage in general solicitation and advertising if they comply with the Rule’s specific requirements. The advantages offered by Rule 506(c) are significant for issuers who comply with its inflexible… Read More

SEC Shuts Down John Marcum, Ponzi Scheme Targeting Retirees

Securities Lawyer 101 Blog On August 26, 2013, the Securities and Exchange Commission (the “SEC”)  charged John K. Marcum with defrauding investors in a Ponzi scheme that targeted the retirement savings of investors.The SEC alleges that Marcum told investors he was a… Read More

DTCC Identifies Cyber-Attacks as Most Significant Risk to Financial Markets

Securities Lawyer 101 Blog On August 7, Depository Trust & Clearing Corporation (DTCC) released a report identifying threats to the stability of the financial markets.  DTCC considers cyber-attacks that can bypass U.S. and E.U. industry security systems and laws to be the most significant… Read More

Ask Securities Lawyer 101 l Rule 504 Q & A

Q. How Much Money Can I Raise In A Rule 504 Offering? A. The aggregate amount raised for an offering of securities under Rule 504 cannot exceed $1,000,000, less the aggregate offering price for all securities sold within… Read More

OTC Pink Listings l Pink Paper Series

Securities Law Blog A private company seeking to go public can obtain a stock ticker or trading symbol assignment from the Financial Industry Regulatory Authority (“FINRA”) if it meets certain requirements. This enables the company to be quoted… Read More

SEC Issues Stop Order For Registered Offering

Securities Lawyer 101 Blog The Securities and Exchange Commission (the “SEC”) issued an order to stop an initial public offering (IPO) by Counseling International and prevent the sale of its shares to the investing public.  In issuing the stop order, the SEC determined… Read More