SEC Rules Affecting Rule 144 Legal Opinions and Shell Companies
The Securities and Exchange Commission (“SEC”) has published releases relating to Shell Companies that affect the use of Rule 144 of the…
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Insights on securities law, exchange listings, going public, SEC reporting, and market regulation. Stay updated with our latest articles on capital markets compliance, regulatory developments, and strategic guidance for public and private companies.
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SPAC Settles SEC Fraud and Conflict of Interest Charges
On January 25, 2024, the Securities and Exchange Commission announced that Northern Star Investment Corp. II, a special purpose acquisition company (SPAC),…
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SEC Charges Founder of $1.7 Billion “HyperFund” Crypto Pyramid Scheme Xue Lee (aka Sam Lee) and Top Promoter Brenda Chunga (aka Bitcoin Beautee) with Fraud
On January 29, 2024, the Securities and Exchange Commission (the “SEC“) charged Xue Lee (aka Sam Lee) and Brenda Chunga (aka Bitcoin…
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SEC Charges Aryeh Goldstein, Adar Bays, LLC, and Adar Alef, LLC for Failure to Register; Defendants Agree to Pay $1.25 Million to Settle
On January 23, 2024, the Securities and Exchange Commission (the “SEC”) announced the filing of an enforcement action against Aryeh Goldstein, a…
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Frederick L. Sharp, Luis Carrillo, Courtney M. Kelln, Mike K.G. Veldhuis, and Paul Sexton Indicted for Long-Running Pump-and-Dump Schemes
Four Canadian nationals and one former California attorney, who is believed to be residing in Mexico, were indicted on Jan. 9, 2024…
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Aditya Raj Sharma Indicted for $10 million Investment Fraud
On January 12, 2024, the U.S. Attorney’s Office for the District of Minnesota announced Aditya Raj Sharma of Maple Grove, Minnesota, had…
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SEC Charges Jonathan Farber, Aarif Jamani, and Brian Keasberry with Securities Fraud
On January 12, 2023, the Securities and Exchange Commission (the “SEC“) filed charges against Jonathan Farber, Aarif Jamani, and Brian Keasberry for…
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Siddharth Jawahar Indicted for Running a Multi-Million Dollar Ponzi Scheme
On December 21, 2023, Siddharth Jawahar, 36, a former investment advisor, was indicted by a grand jury in U.S. District Court in…
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Finra Proposes Rule Change for Stricter Limits for Brokers Borrowing From Clients
On Tuesday, January 2, 2024, the Financial Industry Regulatory Authority (“FINRA”) filed a proposed rule with the Securities and Exchange Commission (the…
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SEC Charges Florida Real Estate Developer Rishi Kapoor with Perpetuating a $93 Million Fraud
On January 3, 2024, the Securities and Exchange Commission (the “SEC”) announced that it obtained an asset freeze and other emergency relief…
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Short Selling: What It Is, and What It Isn’t
Short selling, the practice of betting a stock will go down, not up, has been controversial since it was invented more than…
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SEC Charges Dozy Mmobuosi, Tingo Group Inc, AgriFintech Holdings Inc. (f/k/a Tingo Inc.), and Tingo International Holdings Inc with Running a Massive Fraud
On December 18, 2023, the Securities and Exchange Commission (the “SEC“) announced charges against Mmobuosi Odogwu Banye, a/k/a Dozy Mmobuosi, and three…
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New SEC Exemption from Registration for M&A Brokers
M&A BROKERS EXEMPTION In December of 2022, President Biden signed the Consolidated Appropriations Act of 2023 into law. The new law includes…
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Raymond Pirrello, Jr, Founder and Executive of Prior2IPO and Late Stage, Charged in Investment Fraud
On December 6, 2023, a three-count indictment was unsealed in federal court in Brooklyn charging Raymond John Pirrello, Jr., also known as…
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Swiss Private Bank, Banque Pictet, Admits To Conspiring With U.S. Taxpayers To Hide Assets And Income In Offshore Accounts And Agrees to Pay More Than $122.9 Million
On December 4, 2023, Swiss private bank Banque Pictet et Cie SA admitted to conspiring with U.S. taxpayers and others to hide…
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Why are Microcaps Trading on the NASDAQ and NYSE Exchanges?
In the past three years, some important changes have occurred to how “penny stocks” or “microcaps” trade and are regulated. By the…
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Form S-3 Registration For NASDAQ, NYSE and OTC Markets Public Companies
Registration Statements on Form S-3 is a short form registration statement under the Securities Act of 1933, as amended (the “Securities Act”), which…
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LG Capital Funding Loses Motion to Dismiss
On November 13, 2023, United States District Judge William F. Kuntz, II, of the United States District Court of the Eastern District…
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Overview of Regulation D, Rule 506(b), Rule 506(c) and other Capital-Raising Exemptions
Each offer and sale of a security must be (a) registered with the Securities and Exchange Commission (SEC); or (b) subject to…
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Current Reports on Form 8-K – What Are SEC Disclosures and Reporting Requirements?
Under applicable SEC rules for periodic reporting, an SEC reporting issuer must generally report certain current events on Form 8-K within four…
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The Evolving SEC Actions Against Toxic Lenders
Convertible Financing For decades, microcap issuers on the OTC Markets in need of financing have largely been forced to turn to what…
Read MoreSEC Provides Rule 15c2-11 Relief to Broker-Dealers for Fixed Income Securities
Securities and Exchange Commission (“SEC”) Rule 15c2-11 prohibits broker-dealers from publishing or submitting securities of private issuers on the OTC Markets, unless…
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SEC Adopts new Rule 10c-1a to Increase Transparency in the Securities Lending Market
On October 13, 2023, the Securities and Exchange Commission (the “SEC“) adopted new Rule 10c-1a, which will require certain persons to report…
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SEC Adopts Amendments to Rules Governing Beneficial Ownership Reporting
On October 10, 2023, the Securities and Exchange Commission adopted rule amendments governing beneficial ownership reporting under Sections 13(d) and 13(g) of…
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Form S-1 Registration Statements Going Public NASDAQ NYSE and OTC Markets
All issuers qualify to use a Form S-1 Registration Statement in connection with going public to register the offer and sale of…
Read MoreSEC Charges Stock Squirrel and John Feloni in $1.6 Million Securities Fraud
On September 29, 2023, the SEC charged Massachusetts-based company Stock Squirrel, Inc. and John Feloni, its president and CEO, with defrauding investors…
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SEC Charges Adam R. Long, L2 Capital, LLC and Oasis Capital LLC, as Unregistered Dealers
On September 28, 2023, the Securities and Exchange Commission (the “SEC“) filed charges against Adam R. Long of Dorado, Puerto Rico,…
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SEC Charges Philip Verges, James D. Tilton, Jr., Robert F. Malin and Linda Malin
On September 26, 2023, the Securities and Exchange Commission (the “SEC“) filed charges against Texas resident Philip Verges (“Verges”), James D. Tilton,…
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SEC Charges Wilson J. Rondini, III and two companies Rondini controls for Operating as Unregistered Broker-Dealers
On September 18, 2023, the Securities and Exchange Commission (the “SEC“) announced charges against Florida resident Wilson J. Rondini, III and two…
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OTC Markets OTC Pink Common Disclosure Issues
In 2021, OTC Markets Group provided guidance about public disclosures that companies are required to provide to reach the current information tier…
Read MoreBlogroll & Resources
Explore our curated collection of external resources and industry links that complement our blog content. These hand-picked links provide additional perspectives on securities law, market regulations, and business compliance.
FINRA
https://www.finra.org/JOBS Act 101
https://www.jobsact101.com/Go Public 101
https://www.gopublic101.com/OTC Markets
https://www.otcmarkets.com/Securities Lawyer 101 Blog
https://ppe.securitieslawyer101.com/blog/Securities & Exchange Commission
https://www.sec.gov/Securities Lawyer 101 Newsletter
https://ppe.securitieslawyer101.com/newsletters/Ask Securities Lawyer 101 Series
https://ppe.securitieslawyer101.com/ask-securitieslawyer101-series/Securities Law Presentations & Videos
https://ppe.securitieslawyer101.com/securities-law-video-series/