On August 13, 2015, the Securities & Exchange Commission (SEC) announced that three Maryland men have agreed to settle charges that they defrauded investors in a company that owns and operates residential and commercial real estate. Boston-based Signator… Read More
A fiduciary duty exists where trust and confidence is placed in another. Fiduciary duties arise in many different contexts in securities matters and the going public process. Fiduciary duties also arise from a written agreement that authorizes another… Read More
Aegis Capital Corporation has been fined $950,000 by the Financial Industry Regulatory Authority over allegations of improper sales of unregistered penny stocks of five issuers and anti-money laundering supervisory failures. As a result, Aegis is also required to… Read More
The going public process involves a number of steps that vary depending on the characteristics of the private company wishing to go public, and whether it will become a Securities and Exchange Commission (“SEC”) reporting company. All companies seeking… Read More
The Anti-Fraud Provisions And Regulation A+ On March 25, 2015, the Securities and Exchange Commission adopted final rules amending Regulation A. The new rules are often referred to as Regulation A+. These rules are designed to facilitate smaller companies’ access to… Read More
A company going public must understand which capital raising methods involve a “security”. A company is only subject to federal and state securities laws if it is selling what is defined as a “security.” If you are selling stock… Read More
On July 31, 2015, the Securities and Exchange Commission (the “SEC”) announced it had charged Phillip Kueber, Canadian citizen with conducting a scheme to conceal his control and ownership of penny stock, Cynk Technology Corp. On July 11,… Read More
Going public is a big step for any company. The process of “going public” is complex and at times precarious. While going public offers many benefits it also comes with risks and quantities of regulations with which… Read More
Regulation A offers investors more investment choices and issuers with more capital raising options during their going public transaction. Some confusion has arisen about whether SEC qualification of a Regulation A+ offering will result in the assignment of a stock ticker or trading symbol. Companies conducting Regulation A+ offerings must submit Form 1-A to to the Securities and Exchange Commission (SEC). Form 1-A is subject to SEC review and the SEC may issue comments to the filing. Once the SEC is satisfied that the required disclosures comply with the securities laws, it will qualify the offering and the company can offer and sell the securities covered by the Form 1-A. The Regulation A+ qualification process is similar to the SEC comment process that applies to registration of securities offerings on Form S-1.
On July 23, 2015, the Securities and Exchange Commission (SEC) announced that three former employees of Oppenheimer & Co. Inc. have agreed to settle charges stemming from the unregistered sales of billions of shares of penny stocks on behalf… Read More
On March 25, 2015, the Securities and Exchange Commission adopted final rules amending Regulation A. Regulation A is designed to facilitate smaller companies’ access to capital. Regulation A’s new rules provide investors with more investment choices and issuers with… Read More
How To Use Regulation A+ To Go Public Without A Reverse Merger On March 25, 2015, the Securities and Exchange Commission (the “SEC”) adopted amendments to Regulation A pursuant to the mandate of Section 401(a) of the JOBS Act. The amended rules known as Amended… Read More
The final Regulation A+ rules amend Rule 262 to include bad actor disqualification provisions as adopted under Rule 506(d) of Regulation D. Consistent with the disqualification provisions of Rule 506(d), the final rules add two additional disqualification triggers… Read More
Securities offerings are regulated by the Securities Act of 1933, as amended, (the “Securities Act”). Section 5 of the Securities Act requires that securities offerings be registered with the Securities and Exchange Commission (the “SEC”) or be exempt… Read More
On June 30, 2015, the Securities and Exchange Commission (SEC) announced securities fraud charges and an asset freeze against the operators of a pyramid and Ponzi scheme falsely promising a gold mine of investment opportunity to investors in… Read More
SEC Provides Guidance For Twitter In Regulation A+ Offerings- Testing the Waters On June 19, 2015, new rules expanding Regulation A became effective. The expanded rules are commonly known as Regulation A+. The new rules which were promulgated… Read More
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
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
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
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
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
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
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
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
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
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
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
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
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
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
