Justin Bieber, Kevin Hart, Snoop Dogg, Madonna, Serena Williams, Jimmy Fallon, and More Are Being Sued for Promoting Bored Ape Yacht Club NFTs

A Class Action Complaint filed in the United States District Court Central District of California Western Division on December 8, 2022 names several A-list musicians, athletes and celebrities as defendants for promoting Bored Ape Yacht Club NFTs (“BAYC… Read More

Audits With Deficiencies Increased in 2021, According to New PCAOB Staff Report

December 8, 2022 A new Public Company Accounting Oversight Board (“PCAOB”) staff report published this month, found on the Staff Publications page on the PCAOB website, shows a year-over-year increase in the number of audits with deficiencies at… Read More

Foreign Issuer Going Public Registration Statements and SEC Filings

The Securities and Exchange Commission (“SEC”) requires various forms of SEC registration statements covering the offer and sale of securities for both public and private companies. The eligibility and requirements of each SEC registration statement vary depending on… Read More

David Stephens, Donald Danks, Jonathan Destler, and Robert Lazerus Indicted for Conducting an International Pump-and-Dump / Money Laundering Scheme Using Loop Industries Inc

On November 22, 2022, Canadian resident David Stephens and California residents Donald Danks, Jonathan Destler, and Robert Lazerus were charged in a federal grand jury indictment with securities fraud in connection with a pump-and-dump scheme, and Danks was… Read More

SEC Charges Unregistered Brokers, Jeffrey K. Galvani and Stuart A. Jeffery, for Facilitating $1.2 Billion in Penny Stock Trades

On November 17, 2022, the Securities and Exchange Commission (the “SEC”) charged Jeffrey K. Galvani, Stuart A. Jeffery, and two New York-based entities they controlled with operating as unregistered broker-dealers that facilitated more than $1.2 billion of securities… Read More

Class Action Lawsuit filed against Tom Brady, Stephen Curry and other Athletes and Celebrities that Promoted FTX

By now, most people have heard about the epic collapse of FTX. The crypto exchange founded by Sam Bankman-Fried (“SBF”) was once the 3rd largest crypto exchange, with an estimated valuation of $32 billion, and is now in… Read More

Joseph Padilla Arrested and Charged in $7 Million Securities Fraud

On August 25, 2022, Joseph Padilla was arrested at the San Diego International Airport in connection with his alleged involvement in a sophisticated securities fraud scheme that generated over $7 million in illicit proceeds.  Padilla, 53, of Carlsbad,… Read More

SEC Charges Incarcerated Felon (Syed Arham Arbab) and Five Friends in $2 Million Fraud Scheme

On October 31, 2022, the Securities and Exchange Commission charged six individuals, including a federal inmate, for conducting a freeriding scheme that defrauded multiple broker-dealers. The SEC’s complaint alleges that from May 2019 to early January 2021, Syed… Read More

What are the SEC Periodic Reporting Requirements? Form 10-K, Form 10-Q and Form 8-K Reports

Once the staff of the Securities and Exchange Commission (“SEC”) declares a company’s registration statement on Form S-1 effective under the Securities Act of 1933, as amended (the “1933 Act”), the company may offer and sell the registered… Read More

SEC Registration Statements And Direct Public Offerings Q & A

SEC Registration Statements And Direct Public Offerings Q & A Filing a Form S-1 registration statement is the most efficient and reliable method for a private company to obtain public company status. Using a Form S-1 registration statement,… Read More

Nasdaq puts the brakes on IPOs of at least 4 small Chinese companies while it probes suspicious market activity

According to various internet reports, Nasdaq Inc has halted the initial public offerings (IPOs) of at least four small Chinese companies while it investigates short-lived stock rallies of other recent Chinese IPOs after going public. Several small Chinese… Read More

Five Russians and Two Oil Traders Charged in Global Sanctions Evasion and Money Laundering Scheme

A 12-count indictment was unsealed on October 19, 2022, in federal court in Brooklyn, New York, charging five Russian nationals, Yury Orekhov, Artem Uss, Svetlana Kuzurgasheva, also known as “Lana Neumann,” Timofey Telegin and Sergey Tulyakov with various… Read More

SEC Defendant and FBI Fugitive Justin Costello Arrested

On October 4, 2022, SEC Defendant and FBI fugitive Justin Costello was arrested by an FBI SWAT team. Costello had been on the run from authorities as a fugitive since September 29th after failing to surrender to authorities… Read More

OTC Markets Group Reflects on Amended Rule 15c2-11

The last week of September marked the one-year anniversary of the compliance date for the Securities and Exchange Commission (“SEC”) amendments to Securities and Exchange Act Rule 15c2-11, which regulates the quotation of over-the-counter securities. As we shall… Read More

Justice Department Awards Nearly $100 Million to Help Reduce Recidivism and Support Successful Reentry to Communities

On Wednesday, October 5th, the Department of Justice announced awards totaling almost $100 million to reduce recidivism and support adults and youths in successfully returning to their communities after a period of confinement.

IPO v Direct Listing Go Public Direct

IPO v Direct Listing Go Public Direct FAQ Q: How is going public with a direct listing to the NASDAQ Capital Market different than the traditional IPO listing to NASDAQ Capital Market? A: Both direct listings and Initial… Read More

Rule 506(b) and Rule 506(c) Private Placements under Regulation D

The SEC’s Office of Investor Education and Advocacy recently issued an Investor Bulletin to educate investors about investing in unregistered securities offerings, sometimes called private placements, under Regulation D of the Securities Act.  Rule 506(b) and Rule 506(c) are… Read More

SEC Charges Neil B. Swartz and Timothy S. Hart

On September 9, 2022, the Securities and Exchange Commission (the “SEC”) announced charges against TBG Holdings Corporation (“TBG”), its principals Neil B. Swartz and Timothy S. Hart, and sales agents Ted L. Romeo, Vincent J. Caputo, and Frank… Read More

Securities and Exchange Commission v. Manhattan Transfer Registrar Company and John C. Ahearn

On September 20, 2022, the Securities and Exchange Commission (the “SEC”) charged recidivists Manhattan Transfer Registrar Company (“Manhattan Transfer”), a registered transfer agent based in Port Jefferson, New York, and its former principal, John C. Ahearn, a resident… Read More

SEC Charges Kim Kardashian with Violating Section 17(b)

On October 3, 2022, the SEC Division of Enforcement entered into a settlement of charges with Kimberly Kardashian (“Kardashian” or “Respondent”). The SEC Offer of Settlement (the “Offer”) includes findings that: On June 13, 2021, Kim Kardashian—a well-known… Read More

Stock Manipulation, Bed Bath & Beyond as a Meme Stock, and Ryan Cohen

On Friday, September 2, the man who lived on the 18th floor of 56 Leonard Street in New York’s Tribeca district didn’t go to work or, perhaps, he came home very early. We know only that at about… Read More

US and China reach deal in dispute over Chinese company audits

The China Securities Regulatory Commission  (CSRC) and U.S. Public Company Accounting Oversight Board (PCAOB) announced Friday that both sides signed an agreement to allow U.S. regulators to inspect the audits of Chinese companies whose stocks are traded on U.S…. Read More

SEC Amends Whistleblower Rules to Incentivize Whistleblower Tips

On August 26, 2022, the Securities and Exchange Commission adopted two amendments to the rules governing its whistleblower program. The first rule change allows the Commission to pay whistleblowers for their information and assistance in connection with non-SEC… Read More

SEC moves to revoke dozens of inactive issuers

Over the past week, the Securities and Exchange Commission (the “SEC”) has initiated 26 new administrative proceedings against inactive SEC issuers, moving towards revoking the issuers’ securities registered pursuant to Section 12 of the Exchange Act. The 26… Read More

Going Public and Direct Public Offerings Provide Benefits in 2022

Going public is still considered a benefit to issuers seeking to raise capital or obtain recognition of their business. Even in a down economy, private companies seek the perceived benefits of being publicly traded.   While there are a… Read More

SEC Targets Publicly Traded Chinese Issuers Under the Holding Foreign Companies Accountable Act

Since Baidu, Inc. (BIDU) completed its going public transaction in August 2005 on the NASDAQ Stock Market, many U.S. investors have found themselves fascinated and frustrated by Chinese companies. Baidu, a technology giant and AI developer offering, among… Read More

SEC Charges Glenn B. Laken, Davies Wong, Richard Tang and 15 other Defendants and names Jason Black as a Relief Defendant in International Scheme to Manipulate Stocks Using Hacked US Brokerage Accounts

On August 15, 2022, the Securities and Exchange Commission (the “SEC”) charged 18 individuals and entities for their roles in a fraudulent scheme in which dozens of online retail brokerage accounts were hacked and improperly used to purchase… Read More

SEC Charges Broker-Dealer Alpine Securities Corporation and Two Employees with Engaging in Unauthorized Securities Transactions

On August 10, 2022, the Securities and Exchange Commission (the “SEC”) charged broker-dealer Alpine Securities Corporation, its former Chief Executive Officer Christopher Doubek, and its current Chief Operations Officer Joseph Walsh with engaging in a series of unauthorized… Read More

SEC Charges Simon Piers Thurlow, Roger Leon Fidler, Richard Oravec, Bradley Fidler, Bryce Emory Boucher, Joseph D. Jordan in Illegal Microcap Offering

On September 15, 2021, the Securities and Exchange Commission (the “SEC”) charged Simon Piers Thurlow, Richard Oravec, Bryce Emory Boucher, attorney Roger Leon Fidler, and his son, Bradley Fidler, for fraud and illegally offering unregistered securities. The SEC… Read More

SEC Charges Convertible Note Dealer Crown Bridge Partners, LLC, and its managing members, Soheil and Sepas Ahdoot for Failure to Register

  August 2, 2022 — The Securities and Exchange Commission (the “SEC”) today announced settled charges against a convertible note dealer, Crown Bridge Partners, LLC, and its managing members, Soheil and Sepas Ahdoot of Great Neck, N.Y., for… Read More