A shareholder of any company can own securities and transfer the ownership of those securities. Their ownership is reflected on the issuer’s shareholder list. A transfer agent’s role is to issue and cancel certificates to reflect changes in ownership of securities and to act as an intermediary for the company. A registrar’s job is to maintain the issuer’s register for each issuance, transfer or cancellation. A registrar records the name, address and tax identification or social security number of each individual and entity holder. Typically the transfer agent and registrar are the same entity. Read More
Securities Lawyers Gone Wild Series
In May 2012, Kelly Rogers, a Texas attorney specializing in oil and gas, was indicted by the state for stealing $2.8 million from people he persuaded to invest in a company called Falcon Energy. He was charged with money laundering, theft of property, and securities fraud. This was not Kelly Rogers’ first rodeo. He was earlier sued for fraud in connection with a Louisiana gas and oil scam; in 2007 he was sanctioned by the SEC for his role in a Ponzi scheme involving high-yield bank debentures that would supposedly yield 25% a month interest. At that time, Rogers was a managing member of a company called Level Par Investments, which was also a target of the SEC enforcement action. Ironically, his fellow managers forced him to resign for stealing money from them as well as from investors. Read More
Over a year ago, the Securities and Exchange Commission (“SEC”) in an initiative known as Operation Shell-Expel, the Securities and Exchange Commission (“SEC”) suspended the trading in 379 shell companies in an effort to prevent the companies from being hijacked by fraudsters and used in reverse mergers scams. Over the last few weeks, the SEC has suspended an additional 75 issuers. The trading suspensions sent brief shock waves through reverse merger Pennyland. Read More
On May 14, 2012, the Securities and Exchange Commission issued trading suspensions of 379 dormant companies. The SEC’s press release explained that the suspensions were necessary to prevent the dormant companies from being hijacked by fraudsters and used to harm investors through reverse mergers or pump-and-dump schemes.
This move is a highly publicized comprehensive enforcement action ever taken by the agency in a single day. Observers who check the SEC litigation pages each morning were left open-mouthed at the sight of a very long list of targeted companies. They ranged from former exchange-listed issues like Cray Computers, Fruehauf Trailer, and Smith Corona-all once household names-to obscure penny stock scams like Firamada Inc., and Stratcomm Media.
On April 5, 2012, President Obama signed the Jumpstart Our Business Startups Act (the “JOBS Act”), which is intended to help smaller and emerging growth companies access the U.S. capital markets. The JOBS Act amends, and adds new sections to, the Securities Act of 1933 (the “Securities Act”) and the Securities Exchange Act of 1934 (the “Exchange Act”), as well as to the Sarbanes-Oxley Act of 2002.
On April 5, 2012, President Obama signed the Jumpstart Our Business Startups Act (the “JOBS Act”) into law. Title I of the JOBS Act, which became effective as soon as it was signed into law, amends the Securities Act of 1933 (Securities Act) and the Securities Exchange Act of 1934 (Exchange Act) and creates the Emerging Growth Company as a new category of issuer under federal securities laws. Read More
On April 5, 2012, President Obama signed the Jumpstart Our Business Startups Act (the “JOBS Act”), into law. The JOBS Act is comprised of a number of smaller bills that reduce the regulatory burdens confronting emerging companies in private and public financings. The JOBS Act creates sweeping changes to the Securities Act of 1933, as amended (Securities Act), the Securities Exchange Act of 1934, as amended (Exchange Act), and other laws and regulations. Read More
On September 24, 2009, the Securities and Exchange Commission (“SEC”) filed a complaint in the United States District Court for the Middle District of Florida alleging that International Power Group (“IPWG”) had issued shares of common stock in violation of the registration requirements of Section 5 of the Securities Act of 1933. In the Matter of IPWG, the Securities and Exchange Commission (“SEC”) reviewed actions taken by Depository Trust Company (“DTC”), and determined that DTC Fairness Procedures were not provided to IPWG and its actions were subject to SEC review. Read More
Regulation D under the Securities Act of 1933,
as amended (the “Securities Act”), sets forth a safe harbor from the registration requirements of the Securities Act for certain private placements of securities. In connection with these exemptions, offerings made in reliance upon Regulation D, Rule 504, 505 and 506 can be made to up to 35 non-accredited investors and an unlimited number of “accredited” investors.
The Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank”) amended the definition of an “accredited” investor to exclude the value of an investor’s primary residence when determining whether the net worth of that person (or joint net worth with his or her spouse) exceeds the $1 million net worth test. The amended rule, established by Dodd Frank became effective on February 27, 2012. Read More