Summary Financial Information in Form S-1 Registration Statements
Securities Lawyer 101 Blog Under the JOBS Act, an Emerging Growth Company may provide two years of summary financial information in its SEC registration statement or for the period from the date of the company’s inception, if shorter, and… Read More
Form S-1 Risk Factor Disclosures l Securities Lawyer 101
Securities Lawyer 101 Blog The Securities Act of 1933 is often called the “truth in securities” law. It has two basic objectives: to require that investors receive financial and other important information about securities being offered for sale,… Read More
SEC Suspends Grow Life l PHOT
Securities Lawyer 101 Blog On April 10, 2014, the U.S. Securities and Exchange Commission (“SEC”) announced the trading suspension, pursuant to Section 12(k) of the Securities Exchange Act of 1934 (“Exchange Act”), of trading of the securities of GrowLife,… Read More
Beware of False Claims About Registration Statements
Securities Lawyer 101 The SEC issued a recent investor alert to warn the public about potentially fraudulent investment schemes that involve individuals or firms misrepresenting that they have filed registration statements with the SEC. Investors should be careful… Read More
Criminal Prosecution in Corporate Hijackings
Securities Lawyer 101 Blog The Justice Department has selectively pursued criminal charges against fraudsters using corporate hijackings for illegal takeovers of publicly traded shell companies. In many instances, a transfer agent have been charged in connection with the schemes. Recent… Read More
Corporate Hijackings & The Assault On Small Companies
Securities Lawyer 101 Blog Corporate hijackings, also known as corporate identity theft, of public shell companies has been around for more than a decade. It is a growing method used by fraudsters to acquire control of publicly traded shell companies to use in reverse… Read More
SEC Charges Joseph Signore in Ponzi Scheme
Securities Lawyer 101 Blog On April 8, 2014, the Securities and Exchange Commission announced fraud charges and an asset freeze against the operators of a South Florida-based Ponzi scheme targeting investors through YouTube videos and selling them
SEC Charges Empire Stock Transfer l Securities Lawyer 101 Blog
Securities Lawyer 101 Blog On April 8, 2014, the Securities and Exchange Commission announced enforcement actions against two leaders at a Las Vegas-based transfer agent firm who were responsible for disclosure failures in registration forms filed with the… Read More
SEC Settles Fictitious Offering Case Against Mia Baldassari
Securities Lawyer 101 Blog The Securities and Exchange Commission (SEC) announced that on March 4, 2014, Judge Rosemary Collyer entered a final judgment against relief defendant Mia Baldassari. The SEC’s complaint alleged that Baldassari received $24,500 in investor… Read More
SEC Charges Firm with Spoofing & Layering
Securities Lawyer 101 Blog On April 4, 2014, the Securities and Exchange Commission charged Joseph Holmdel and others, including a New Jersey based brokerage firm, with manipulative trading of publicly traded stocks through an illegal practice known as “layering”… Read More
SEC Charges Two Friends With Insider Trading of Chicago Bridge & Iron
Securities Lawyer 101 Blog On April 4, 2014, the Securities and Exchange Commission charged two friends with insider trading on confidential information from an investment banker about an impending transaction between engineering and construction companies.
SEC Charges Two With Insider Trading
Securities Lawyer 101 Blog On March 31, 2014, the Securities and Exchange Commission (“SEC”) announced two separate cases against men who profited by insider trading on confidential information they learned from their wives about Silicon Valley-based tech companies…. Read More
Promoters Indicted in Connection with Super Nova Resources
On April 1, 2014, United States Attorney Zane David Memeger announced an indictment charging a market manipulation scheme against six defendants in connection with the trading of stock in Super Nova Resources, Inc. (“SNRR”). Charged with conspiracy, wire fraud,… Read More
SEC Director Keith Higgins Addresses Rule 506 (c)
Securities Lawyer 101 Blog On March 28, 2014, Keith Higgins, the Director of the SEC’s Division of Corporation Finance, delivered a speech at the closing session of the 2014 Angel Capital Association Summit. One focus of the speech was… Read More
Securities Lawyers Gone Wild l John Silvia Indicted
Securities Lawyer 101 Blog On March 28, 2014, the FBI announced that John Silvia, 55, purportedly the “managing member” of Richardson Consulting LLC, was charged with securities, mail, and wire fraud. He was arrested on February 7, 2014.
What is a Wells Notice ? Securities Lawyer 101
Securities Lawyer 101 Blog After the staff of the Securities and Exchange Commission (“SEC”) Division of Enforcement staff has completed its investigation, it may send a notice (“Wells Notice”) to the party being investigated notifying them that it intends to recommend… Read More
SEC Charges L&L Energy and Its Managment
Securities Lawyer 101 Blog On March 27, 2014, the Securities and Exchange Commission announced fraud charges against a Seattle-headquartered coal company, L&L Energy, and its founder for making false disclosures about who was running the company.
SEC Suspends Advanced Cannabis Solutions
On March 27, 2014, the Securities and Exchange Commission (“Commission”) announced the temporary suspension, pursuant to Section 12(k) of the Securities Exchange Act of 1934 (“Exchange Act”), of trading in the securities of Advanced Cannabis Solutions, Inc. (“Advanced… Read More
OTCQB Fees & Listing Requirements
OTC Markets Group has announced it is making significant changes to its OTCQB. Companies seeking to be quoted on the OTCQB will be required to meet eligibility standards and pay an initial listing fee of $2,500 to the… Read More
Whistleblower Awarded $64 Million in JPMorgan Case
A former JPMorgan Chase employee, Keith Edwards, is about to receive nearly $64 million for whistleblowing. Much has been written recently about the Whistleblower program now administered by the Securities and Exchange Commission (“SEC”), by Edwards pursued a… Read More
Public Float Scams l Securities Lawyer 101
Securities Lawyer 101 Blog When companies go public, insiders often employ various mechanisms to control the company’s free trading shares also known as the “public float”. When these mechanisms avoid the SEC’s registration and anti-fraud provisions, they are… Read More
Hamilton & Associates to Publish OTC Pink Paper Series
Securities Lawyer 101 Blog BOCA RATON, Fla., March 21, 2014 /PRNewswire/ — Due to the fundamental changes in 2013 that continue to shape the new Securities landscape for capital raising and going public on the OTC Markets OTC Pinks, Hamilton… Read More
SEC Suspends Citadel After Pumps and Dumps Report
Securities Lawyer 101 Blog On March 21, 2014, the Securities and Exchange Commission issued a trading suspension pursuant to Section 12(k) of the Securities Exchange Act of 1934 (the “Exchange Act”), of trading in the securities of Citadel… Read More
What is a Finder?
Securities Lawyer 101 Blog It is not unusual for a private or public company to be approached by person (“Finder”) who offers to locate investors in exchange for a fee. Most finders are not registered as broker-dealers with the Securities… Read More
SEC Continues Trading Suspensions to Prevent Custodianship Fraud
On March 21, 2014, the Securities and Exchange Commission (the “SEC”) announced the trading suspension of trading of the following issuers, commencing at 9:30 a.m. EDT on March 20, 2014 and terminating at 11:59 p.m. EDT on April… Read More
SEC Suspends Petrotech Oil and Gas l Securities Lawyer 101
On March 14, 2014, 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 Petrotech Oil and Gas,… Read More
Securities Lawyer 101 Announces Redesigned Securities Law Blog
Securities Lawyer 101 Blog Hamilton & Associates, a law firm providing going public and securities related legal services announces its newly designed securities law blog. The blog has been redesigned in a new user friendly format to provide useful… Read More
Albert Reda Sentenced to 26 Months
Securities Lawyer 101 Blog Albert Reda, the former treasurer and chairman of the board of directors of First Global Financial Corporation, was sentenced for his role in a fraudulent kickback scheme. After a six-day trial, Reda was convicted… Read More
Offering Price & Dilution Disclosures in Registration Statements
Securities Lawyer 101 Blog Companies going public have several options in how to structure their transaction when filing a Form S-1 registration statement. The issuer can seek to raise capital by registering shares to sell through an Initial… Read More
Use of Proceeds In Form S-1 Registration Statements
Companies going public have several options in how to structure their transaction when registering securities with the Securities and Exchange Commission (“SEC”). They can seek to raise capital using the registration or they can simply register shares on… Read More
