SEC Updates List of Firms Using Inaccurate Information to Solicit Investors

  The Securities and Exchange Commission announced on Aug. 6, 2018 that it has updated its list of unregistered firms that use misleading information to primarily solicit non-U.S. investors, adding 16 soliciting entities, four impersonators of genuine firms, and nine… Read More

Deutsche Bank to Pay Nearly $75 Million for Improper Handling of ADRs

The Securities and Exchange Commission announced on July 20, 2018 that two U.S.-based subsidiaries of Deutsche Bank AG will pay nearly $75 million to settle charges of improper handling of “pre-released” American Depositary Receipts (ADRs). The case stems from a continuing… Read More

SEC Charges Unregistered Brokers Who Sold Woodbridge Securities to Main Street Investors

The Securities and Exchange Commission today charged five individuals and four companies for unlawfully selling securities of Woodbridge Group of Companies LLC to retail investors.  Woodbridge collapsed into bankruptcy in December 2017 and the SEC previously charged the company,… Read More

SEC Charges Mizuho Securities for Failure to Safeguard Customer Information

On July 23, 2018 The Securities and Exchange Commission charged Mizuho Securities USA LLC for its failure to safeguard information pertaining to stock buybacks by its issuer customers.  Mizuho failed to maintain and enforce policies and procedures aimed… Read More

Citigroup to Pay More Than $10 Million for Books and Records Violations and Inadequate Controls

The Securities and Exchange Commission announced that Citigroup has agreed to pay $10.5 million in penalties to settle two enforcement actions involving its books and records, internal accounting controls, and trader supervision. The charges stem from $81 million… Read More

The Distinction Between Equity Crowdfunding and Rule 506(c) When Raising Capital

The JOBS Act’s new rules permitting general solicitation and advertising in Rule 506 private placements became effective on September 23, and there is still some confusion about the difference between equity crowdfunding and general solicitation and advertising in… Read More

What is a Private Placement Memorandum – PPM? Going Public Lawyers

A private placement memorandum sometimes called a PPM is used by private companies  in going public transactions and by existing public companies to raise capital by selling either debt or equity in an exempt offering.  

SEC Adopts Amendments to Simplify and Update Disclosure Requirements

The Securities and Exchange Commission announced that it has voted to adopt amendments to certain disclosure requirements that have become duplicative, overlapping, or outdated in light of other Commission disclosure requirements, U.S. Generally Accepted Accounting Principles (GAAP), or changes… Read More

SEC Charges Ameriprise Financial Services for Failing to Safeguard Client Assets

The Securities and Exchange Commission announced that Ameriprise Financial Services Inc. will pay $4.5 million to settle charges that it failed to safeguard retail investor assets from theft by its representatives.  According to the SEC’s order, five Ameriprise… Read More

Rule 506 Roadmap l Ask Securities Lawyer 101

Private placement offerings under Rule 506 of Regulation D of the Securities Act of 1933, as amended (the “Securities Act”) are a cost effective and relatively quick way for private companies to raise capital prior to their going public… Read More

SEC Adopts Rule Amendments to Improve Municipal Securities Disclosure

The Securities and Exchange Commission adopted amendments to enhance transparency in the municipal securities market. The adopted amendments to Rule 15c2-12 of the Securities Exchange Act will focus on material financial obligations that could impact an issuer’s liquidity,… Read More

Merrill Lynch Settles SEC Charges of Undisclosed Conflict in Advisory Decision

The Securities and Exchange Commission announced that Merrill Lynch, Pierce, Fenner & Smith has agreed to pay approximately $8.9 million to settle charges that it failed to disclose a conflict of interest arising out of its own business interests in… Read More

SEC Charges Technology Fund Adviser Michael B. Rothenberg, Founder in Fraudulent Scheme

The Securities and Exchange Commission charged 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…. Read More

How to Spot a Penny Stock Scam

Have you ever played a penny stock?  Or invested in one you believed or hoped was real, perhaps even the Next Big Thing?  If so, you probably know the roads in Pennyland are full of potholes.  Many of… Read More

SEC Chairman Clayton Announces Additional Investor Roundtable in Baltimore for Main Street Investors to ‘Tell Us’ About Their Investor Experience

Securities and Exchange Commission Chairman Jay Clayton announced that an additional investor roundtable to discuss the Commission’s recently proposed rules regarding the obligations of financial professionals to investors will be held in Baltimore on the evening of Sept…. Read More

SEC Charges Endurance International Group Holdings Inc. Executives With Inflating Operating Metrics

The Securities and Exchange Commission announced settled charges with two former top officers of Endurance International Group Holdings Inc. for overstating the company’s subscriber base, and charged a former executive of Constant Contact Inc. for making similar misrepresentations. … Read More

Barry Miller, Associate Director in Division of Investment Management, to Leave SEC After More Than 40 Years of Public Service

The Securities and Exchange Commission announced that Barry D. Miller, Associate Director of Disclosure Review and Accounting in the Division of Investment Management, will retire from the SEC at the end of this month after more than 40… Read More

SEC Files Charges Gannon Giguiere in Busted Microcap Schemes

On July 13, 2018 The Securities and Exchange Commission charged a stock promoter and four others involved in an alleged series of microcap fraud schemes that were foiled by FBI undercover work and an SEC trading suspension. According… Read More

Former CEO Kevin Modany and CFO Daniel Fitzpatrick of ITT Barred and Ordered to Pay Penalties

The Securities and Exchange Commission announced on July 6, 2018  settlements with two former senior executives of ITT Educational Services Inc., which the SEC charged hid its true financial condition from investors.  This resolution successfully concludes the SEC’s case, which… Read More

SEC Files Additional Charges in Fitbit Stock Manipulation Scheme Against Mark Burns And Robert Murray

On July 11, 2018 The Securities and Exchange Commission filed fraud charges against a second defendant in connection with a scheme to manipulate the price of Fitbit securities through false regulatory filings. According to the SEC’s complaint, Mark… Read More

SEC Charges Credit Suisse With FCPA Violations

The Securities and Exchange Commission announced on July 5, 2018 that Credit Suisse Group AG will pay approximately $30 million to resolve SEC charges that it obtained investment banking business in the Asia-Pacific region by corruptly influencing foreign officials in… Read More

SEC Charges KBR for Inflating Key Performance Metric and Accounting Controls Deficiencies

On July 2, 2018 The Securities and Exchange Commission charged global engineering and construction company KBR Inc. with inflating a key, non-financial statement performance metric known as work in backlog.  KBR agreed to pay a $2.5 million penalty to settle the… Read More

SEC Charges BGC Financial For Failure to Preserve Documents and Maintain Accurate Books and Records

The Securities and Exchange Commission announced on July 17, 2018 that New York-based broker-dealer BGC Financial has agreed to pay a $1.25 million penalty to settle charges that it failed to preserve audio files sought by the SEC and inaccurately… Read More

SEC Files Charges Core Performance Management LLC, RMR Asset Management Co in Municipal Bond “Flipping” and Kickback Schemes

The Securities and Exchange Commission charged two firms and 18 individuals in a scheme to improperly divert new issue municipal bonds to broker-dealers at the expense of retail investors.  According to the SEC’s complaint, the defendants – known in… Read More

SEC Charges Cloud Communications Company and Senior Executives Mark Greenquist And Michael Swade With Misleading Revenue Projections

The Securities and Exchange Commission charged a cloud communications company and two executives with providing misleading quarterly revenue estimates. The company and executives agreed to pay over $1.9 million in penalties to settle the SEC’s charges. According to… Read More

Foreign Private Issuers NYSE Audit Committee Requirements

The New York Stock Exchange (NYSE) corporate governance standards are contained in Section 303A of the NYSE Listed Company Manual. The NYSE corporate governance standards apply to all US companies that are listing or have listed equity securities… Read More

Section 4(a)(2) and Rule 506(b) Exempt Offerings – Securities Lawyer 101

Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”) exempts Rule 506(b)securities offerings from the SEC’s registration requirements when the transactions are by an issuer and do not involve a public offering of securities. Rule 506(b) is frequently used by private companies not engaging in general solicitation and advertising.

Foreign Private Issuer NYSE Audit Committee Requirements

The New York Stock Exchange (NYSE) corporate governance standards are contained in Section 303A of the NYSE Listed Company Manual. The NYSE corporate governance standards apply to all US companies that are listing or have listed equity securities… Read More

SEC Charges U.S. Congressman Christopher Collins and Others With Insider Trading

The Securities and Exchange Commission announced on Aug. 8, 2018  the filing of insider trading charges against Congressman Christopher Collins, the U.S. Representative for New York’s 27th Congressional District, his son, Cameron Collins, and a third individual, Stephen Zarsky…. Read More

Regulation A+ Guidebook

Overview of the Regulation A+ Exemption On March 25, 2015, The Securities and Exchange Commission (the “SEC”) adopted final rules to implement Section 401 of The Jumpstart Our Business Startups (JOBS) Act by expanding Regulation A into two… Read More