Rule 163B and Testing the Waters

Posted on

On February 19, 2019, the SEC posted a new proposed rule intended to make it possible for all issuers to “test the waters” when contemplating a public offering of securities. Until now, only issuers considered emerging growth companies… Read More

SEC Files Charges against Joshua Sason in Elaborate Microcap Stock Fraud

Posted on

On February 15, 2019  the SEC announced charges against four individuals and related businesses for their roles in two microcap frauds and unlawful securities offerings. In sum, the alleged illegal transactions resulted in proceeds of more than $25… Read More

SEC Charges Cognizant and Two Former Executives With FCPA Violations

Posted on

On February 15, 2019, Cognizant Technology Solutions Corporation has agreed to pay $25 million to settle charges that it violated the Foreign Corrupt Practices Act, and two of the company’s former executives were charged for their roles in… Read More

Can Finders Raise Money Q & A – Going Public Lawyers

Posted on

Finders may become involved in various securities transactions including matters other than raising capital, including reverse mergers and Direct Public Offerings. A Finder is not a broker and unlike a broker, a Finder does not regularly engage in securities transactions.

SEC Charges Former Executives of Lucent Polymers, a Plastics Manufacturer with Fraud

Posted on

On February 12, 2019, the SEC charged two former high-ranking executives,  of an Indiana-based plastics manufacturer with concealing from potential buyers of the manufacturer the fact that the company’s core business model was a sham. According to the… Read More

Court Imposes Lifetime Officer-And-Director Bars On Michael J. Kipp, Swisher’s former CFO, and Joanne K. Viard

Posted on

A federal district court has permanently barred two former corporate officers of a North Carolina-based hygiene and sanitation company from serving as officers or directors of public companies. The SEC charged the two officers of Swisher Hygiene, Inc., Michael… Read More

SEC Obtains Final Judgment Against Niket Shah in Ponzi Scheme Targeting Retail Investors

Posted on

The SEC obtained a final judgment on February 8, 2018, against Niket Shah, a New Jersey resident who was charged last year by the agency with stealing more than $250,000 in a Ponzi scheme in which his friends… Read More

The Cato Institute Files Action Challenging SEC Gag Orders

Posted on

On January 9, the Cato Institute filed suit against the Securities & Exchange Commission (the “SEC”), its chairman Jay Clayton, and its secretary Brent J. Fields.  For decades, questions have been raised, and criticisms offered, of the SEC’s longstanding practice of… Read More

SEC Charges Robert Alexander, Founder of Online Gaming Company for Defrauding Investors

Posted on

On February 7,2019, the SEC charged Robert Alexander with fraudulently raising approximately $9 million from more than 50 individuals by selling investments in Kizzang LLC, a purported online gaming business. According to the SEC’s complaint, among other misrepresentations,… Read More

Form F-1 Foreign Private Issuers and Going Public

Posted on

A foreign private issuer going public can register an offering of securities under the Securities Act of 1933 (Securities Act) or may register a class of equity securities under the Securities Exchange Act of 1934 (Exchange Act), or… Read More

When is a Form S-1 Confidential? Going Public Securities Lawyers

Posted on

Form S-1 is a common part of the going public process. In some circumstances Form S-1 filings can remain confidential prior to effectiveness.

Scottsdale and John Hurry Push Back to Stop FINRA Investigation

Posted on

On December 17, 2018, John Hurry broker dealer, Scottsdale Capital Advisers Corporation sued the Financial Industry Regulatory Authority (“FINRA”), for breach of contract in the U.S. District Court for the District of Columbia.  Scottsdale and its sister company,… Read More

Form F-1 Registration Statement Requirements, Filling, Effectiveness, Going Public

Posted on

Typically, foreign companies seeking to raise capital attempt to obtain public company status.  Foreign companies that go public in the U.S. can register shares with the Securities and Exchange Commission (“SEC”) pursuant to the Securities Act of 1933, as amended (the… Read More

What is a SEC Registration Statement? Going Public Lawyer

Posted on

The Securities Act of 1933 (the “Securities Act”) is referred to as the “truth in securities” act.  The Securities Act has two stated goals.  These are to require that issuers provide investors with financial and other significant information concerning… Read More

Due Diligence in Accredited Crowdfunding Offerings – Securities Lawyer 101

Posted on

Even though Accredited Crowdfunding Offerings are exempt under Rule 506(c) and no specific disclosure requirements apply, under most circumstances, the anti-fraud provisions mandate disclosure of certain information to investors

SEC Files Subpoena in Possible Market Manipulation Scheme

Posted on

The SEC filed a subpoena enforcement action against three penny-stock companies and their CEO – Cherubim Interests, Inc., PDX Partners, Inc., Victura Construction Group, Inc., and Patrick Jevon Johnson – seeking an order directing them to comply with… Read More

SEC Charges Taiwan-Based Insurance, China United with Fraudulent Market Manipulation Scheme

Posted on

A Taiwan-based insurance company, China United Insurance Service, Inc. and one of its former managers have agreed to settle fraud charges brought by the SEC relating to a scheme to manipulate the company’s trading volume. The complaint alleges that,… Read More

SEC Obtains Judgment Against Former CEO John Place

Posted on

On November 9, 2018, the SEC obtained a judgment against John Place, a former CEO of a brokerage consulting business who was charged by the SEC in August for his role in a multimillion dollar transition management fraud…. Read More

SEC Obtains Asset Freeze Against Former Thomas Laws CEO Charged with Misappropriating Investor Funds

Posted on

The SEC announced on December 14, 2018 charges against Thomas Laws, the former CEO of Santa Fe Gold Corporation, for the misappropriation of investor funds. The SEC also obtained an asset freeze against Thomas Laws. The SEC’s complaint, unsealed… Read More

SEC Sues Orange County Investment Adviser, Craig Arsenault for Defrauding Clients

Posted on

On December 14, 2018 the SEC charged Craig Arsenault, a California investment adviser with misappropriating client funds and misleading his clients about how their money was invested and how their investments were performing. The SEC is seeking an… Read More

SEC Obtains Final Judgment Against Gregory Webb, a Chicago Tech Executive

Posted on

The SEC has obtained a final judgment against Gregory Webb, the former Chairman and CEO of a company purportedly in the homeland security business. In October 2011, the SEC charged  Gregory E. Webb, the Chairman and CEO of InfrAegis,… Read More

Rule 506 Offerings FAQ By: Brenda Hamilton Attorney

Posted on

Securities Lawyer 101 Blog Rule 506 Offerings are the most common of the Regulation D exemptions from registration under the Securities Act of 1933, as amended (the “Securities Act”).   It has been approximately a year since the Securities… Read More

Form 10 v Form S-1 Registration Statements – Going Public

Posted on

Form S-1 and Form 10 each provide unique benefits in the going public process. Additionally, Form S-1 and Form 10 require similar disclosures.

Regulation A+ Q&A

Posted on

Since Regulation A+ was adopted in 2015, it has gained notable market acceptance.  Regulation A+  provides an  offering that can be used in combination with direct public offerings and initial public offerings as part of a Going Public Transaction allowing the issuer to avoid the… Read More

Regulation A+ , Going Public and Secondary Trading

Posted on

The Securities & Exchange Commission’s amendments to Regulation A known as Regulation A+ went into effect on June 19, 2015.  Regulation A+ has gained market acceptance not only by issuers quoted on the OTC Markets but also by the… Read More

Form S-1 Registration Statement Filings – Securities Lawyers – Going Public

Posted on

Form S-1 registration statement filings are used by companies seeking to raise capital and go public.  The Form S-1 filing …

SEC Files Subpoena Enforcement in Possible Market Manipulation Scheme

Posted on

The SEC filed a subpoena enforcement action against NVC Fund LLC and its principal, Frank Ekejija, seeking an order directing them to comply with an investigative subpoena for documents and testimony. According to the SEC’s application, filed on… Read More

The SEC Declared A Cease and Desist Proceedings with CoinAlpha Advisors LLC.

Posted on

On December 7, 2018, CoinAlpha Advisors LLC  submitted an Offer of Settlement, which the SEC has determined to accept. CoinAlpha Advisors LLC consented to the Cease-and-Desist Proceedings Pursuant to Section 8A of the Securities Act of 1933, Making… Read More

SEC Voluntary Dismisses All Claims Against Jesse Litvak

Posted on

On December 6, 2018, the U.S. District Court for the District of Connecticut entered an order dismissing, with prejudice, the U.S. Securities and Exchange Commission’s complaint against Jesse Litvak. The court’s order was based on the SEC’s motion… Read More

SEC Charges Technology Fund Adviser, Founder in Fraudulent Scheme

Posted on

The SEC charged Michael Rothenberg, the founder of San Francisco-based venture capital funds and his investment advisory firm with overcharging investors to fund personal projects, including sending millions of dollars to his own virtual reality production company. The… Read More