A Tale of Two Stings: The Amogear and CitySide Reverse Merger

Down the Rabbit Hole We Go Last year, the Securities and Exchange Commission and the U.S. Attorney for the District of Massachusetts charged against five individuals whose attempt to manipulate shares of Amogear Inc. was caught in an… Read More

Regulation A CD&I Released- Going Public Attorneys

On June 19, 2015, new rules expanding Regulation A became effective.  The expanded rule is commonly known as Regulation A+. The new rule which was promulgated under the Jumpstart Our Business Startups Act (JOBS Act), permits certain small companies… Read More

Harold BJ Gallison & Others Indicted – Securities Lawyer 101

On July 14,2015,  the United States Eastern District of Virginia charged Harold Bailey Gallison aka BJ Gallison, aka Bart Williams (“Gallison”), Michael Randles (“Randles”), Ann Marie Hiskey (“Hiskey”), Roger Coleman (“Coleman”), Carl Kruse Sr. (“Kruse Sr.”), Carl Kruse Jr…. Read More

SEC Suspends Smart Ventures, Inc. (SMVR)

On July 14, 2015, the Securities and Exchange Commission (SEC) announced the temporary suspension, pursuant to Section 12(k) of the Securities Exchange Act of 1934 (the “Exchange Act”), of trading of the securities of Smart Ventures, Inc. (“Smart… Read More

Trader Who Ate Post-It Notes Settles Insider Trading Case

On July 13, 2015, the Securities and Exchange Commission (SEC) announced a settlement with Frank Tamayo in connection with his SEC cooperation agreement in an insider trading case.  In that case, illegal stock tips were passed on post-it… Read More

Regulation A+ Pointers For Going Public

An increasing number of issuers seeking to go public are opting for a direct public offering using Regulation A+.  The new rule provides many benefits for small companies seeking to raise capital without the costs of a traditional… Read More

Illinois Court Orders Production of Documents By Navistar in SEC Investigation

  On June 30, 2015, United States Magistrate Judge Sidney I. Schenkier issued an order requiring production of certain documents that Navistar International Corporation (Navistar) claimed to be privileged in response to investigative subpoenas issued by the Securities… Read More

SEC Charges Former Stockbroker with Conducting Ponzi Scheme

On July 1, 2015, the Securities and Exchange Commission (SEC) charged a former stockbroker in Pennsylvania with conducting a Ponzi scheme and stealing investor money to purchase a condominium in Florida, funding his own vacations and other personal expenses…. Read More

Form 10 vs Form 8-A Registration Statements

Simultaneously or subsequent to the effectiveness of a registration statement under the Securities Act of 1933, as amended (the “Securities Act”) for an initial public offering (IPO) or direct public offering (DPO), issuers can file a registration statement under the… Read More

SEC Charges Participants In EB-5 Offering Scheme

On July 6, 2015, the Securities and Exchange Commission (SEC) charged individuals in connection with an EB-5 offering program. According to the SEC complaint, Bingqing Yang and Luca International Group operated a $68 million Ponzi scheme and affinity… Read More

SEC Action: Silverleaf Financial and Dwight Shane Baldwin Charged

  On June 25, 2015, the Securities and Exchange Commission (SEC) filed a civil injunctive action against Silverleaf Financial, LLC and its sole principal Dwight Shane Baldwin in connection with an alleged fraudulent offering. The SEC action alleges… Read More

Neal Goyal Sentenced to Six Years For Ponzi Scheme

  On July 3, 2015, former investment fund manager, Neal Goyal was sentenced to six years in prison for his role in a Ponzi scheme. In addition, Goyal was ordered to pay more than $9.2 million in restitution… Read More

From Congress To The SEC: Get Moving On Crowdfunding

  The JOBS Act was signed into law in April 2012. As its full name—the Jumpstart Our Business Startups Act—suggests, its purpose was to provide new, uncomplicated, and inexpensive ways for small companies to raise money. One of… Read More

Regulation A+ Forms Published- Securities Lawyer 101

  On June 19, 2015, Regulation A+ became effective.  The new rule imposes certain filing requirements with the Securities and Exchange Commission (SEC). Regulation A+ requires certain offering information be reported on Form 1-Z and it imposes ongoing… Read More

Golfer Convicted of Securities Fraud – Going Public Attorney

  On June 17, 20-15, a federal jury convicted amateur golfer, Eric McPhail and Douglas Parigian. McPhail was convicted of conspiracy and securities fraud for his role in an insider trading ring that traded on inside information about… Read More

Exchange Act Registration & Going Public For Foreign Issuers

Foreign companies going public in the United States must file a registration statement covering a class of securities pursuant to the Securities Exchange Act of 1934, as amended (“Exchange Act”) if the class of securities will be listed… Read More

The Laws That Apply To Going Public & Being Public

The first laws that apply to going public transactions are contained in the Securities Act of 1933 (the “Securities Act”). The Securities Act was followed by the Securities Exchange Act of 1934 (the “Exchange Act”). Going Public attorneys must… Read More

When Can Public Companies Use Social Media? Going Public Lawyers

Securities Lawyer 101 Blog The use of social media is a growing concern with new exemptions that allow issuers to engage in general solicitation and advertising of their unregistered offerings. The Securities and Exchange Commission has made its position on… Read More

Going Public: Pros and Cons- Going Public Lawyers

A Going Public Lawyer is an important part of the overall going public process.   A Going Public Lawyer in the beginning of the process assists the issuer in structuring its transaction the most time and cost effective… Read More

Nicholas Lattanzio Charged in Hedge Fund Fraud

On June 10, 2015, the Securities and Exchange Commission announced that it had charged Nicholas Lattanzio, the manager of Black Diamond Capital Appreciation Fund for falsely promising small businesses that he would arrange project financing for them and… Read More

OTC Markets Prepares For Regulation A+ – Going Public

On March 25, 2015, the Securities and Exchange Commission (“SEC”) adopted amendments to Regulation A. The new rules, known as “Regulation A+,” update and expand the existing Regulation A, and are mandated by Title IV of the Jumpstart Our… Read More

The SEC’s Pay Versus Performance Proposals

The proposals require SEC reporting companies to disclose the relationship between compensation “actually paid” to their named executive officers and the company’s financial performance, measured as total shareholder return (TSR). The proposed disclosure would consist of a table… Read More

Who Can Conduct A Regulation A+ Offering? Going Public

On March 25, 2015, the Securities and Exchange Commission (“SEC”) adopted amendments to Regulation A known as Regulation A+. Regulation A+ was adopted to facilitate capital-raising by smaller companies. Regulation A+ offerings cannot be undertaken by all companies or used… Read More

Raising Capital: Equity Offerings v. Debt Offerings

  Both private and public companies seeking to raise capital by selling securities, do so by offering either debt or equity securities to investors. Companies can also offer a combination of debt and equity through the sale of units… Read More

States Challenge Regulation A+ – Securities Offerings

The recent amendments to Regulation A (often called Regulation A+) provide a manageable exemption for raising capital. The exemption can be used by both private and non-reporting trading companies such as OTC Pink listed issuers. Regulation A provides two… Read More

SEC Freezes Profits From Avon Stock Manipulation Scheme

On June 4, 2015, the Securities and Exchange Commission (SEC) announced an emergency asset freeze of two U.S. brokerage accounts connected to schemes to manipulate the securities of Avon and other stocks, thwarting any ability for fraudsters to cash… Read More

What is a Reverse Stock Split? Securities Lawyer 101

Securities Lawyer 101 Blog Reverse stock splits are often used by public companies to reduce the amount of securities outstanding.  A reverse stock split can also be used by private companies in corporate restructurings.  Typically in a reverse… Read More

BrokerCheck Announces PR Campaign

On June 1, 2015, the Financial Industry Regulatory Authority (FINRA) announced that it had launched a campaign promoting BrokerCheck (brokercheck.finra.org). BrokerCheck allows investors to access information about a broker’s employment history, certifications and licenses, as well as regulatory… Read More

SEC Charges Four With Insider Trading Ahead of Secondary Offerings

On June 3, 2015, the Securities and Exchange Commission announced insider trading charges against four individuals stealing confidential information from investment banks and their public company clients in order to trade in advance of secondary stock offerings.  The… Read More

Retired Teachers Scammed In Ponzi Scheme

On June 1, 2014, the Securities and Exchange Commission (SEC) announced it had brought charges in a Ponzi Scheme. According to the SEC Charges, the scheme was orchestrated by an investment adviser who took siphoned money from his investment fund and… Read More