Direct Public Offerings Q&A By Securities Lawyer 101
Going public transactions can be structured in numerous ways. The going public process is complicated and intricate, and it is important to…
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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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Form S-1 Registration, Filing and Requirements, Form S-1 and Going Public
Private companies seeking to raise capital often file a registration statement on SEC Form S-1 to meet certain requirements of the Financial…
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Form 10 Registration Statements Q & A
Form 10 is a Registration Statement used to register a class of securities pursuant to Section 12(g) of the Securities Exchange Act…
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Hamilton & Associates Law Group: Regulation A White Paper
Tier 1 of Regulation A provides an exemption for securities offerings of up to $20 million in a 12-month period, while Tier…
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Form S-1 Registration Statement Attorneys – Going Public Lawyers
Private companies going public should consider Form S-1 filing requirements when contemplating their securities offering. Private companies seeking to raise capital often file a registration statement…
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Toxic Funders: Unregistered Dealers, Short Sellers, or Both?
We’ve often written about “toxic” promissory notes or preferred stock and the unregistered dealers who purchase them. These dealers are not the…
Read More2024 Form 10K and 10-K Deadlines Chart
Periodic Report Large Accelerated Filers Accelerated Filers Non-Accelerated Filers Form 10-K for Fiscal Year Ended December 31, 2023 February 29, 2024 …
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Ibrahim Almagarby Loses Unregistered Dealer Appeal
On February 14, 2024, the United States Court of Appeals for the Southern District of Florida made its ruling in the case…
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SEC Obtains Final Judgment against Jeffrey Auerbach for Role in Bribery Scheme
On February 5, 2024, the Securities and Exchange Commission (the “Commission”) obtained a final judgment against defendant Jeffrey Auerbach, whom the SEC…
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Rule 144 Legal Opinions and Legend Removal Q&A
Section 5 of the Securities Act of 1933, as amended, (the “Securities Act”) requires the offer and sale of securities to be…
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SEC Consent Judgments: Speak Now, or Forever Hold Your Peace
Most investors are likely unaware that they can petition the SEC for new rules or changes to old ones. They can even…
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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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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…
Read MoreLG 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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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
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https://www.otcmarkets.com/Securities Lawyer 101 Blog
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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
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