SEC Charges Dr. Loretta Itri with Insider Trading of Genta

Brenda Hamilton, Securities Attorney On April 21, 2014, the Securities and Exchange Commission (the “SEC”) charged a former biopharmaceutical company executive and two others with insider trading on confidential information about the company’s key developmental drug.  The company’s… Read More

SEC Guidance on Rule 147 Intrastate Offerings & Crowdfunding

On April 10, 2014, the Securities and Exchange Commission (“SEC”) issued a revised compliance and disclosure interpretation (“C&DIs”) and provided two new questions concerning crowdfunding under the JOBS Act and the intrastate exemption provided by Rule 147 under… Read More

Contemporaneous Private & Public Offerings l Going Public Lawyers

Securities Lawyer 101 Blog Issuers often require capital during the going public process for their operations until their registration statement on Form S-1 is declared effective.  The SEC’s integration doctrine addresses the circumstances under which an issuer can raise capital privately… Read More

Smaller Reporting Companies In Going Public Transactions

Securities Lawyer 101 Blog The Securities Act of 1933, as amended (“Securities Act”) and the Securities Exchange Act of 1934, as amended (“Exchange Act”), establish different levels of disclosure and reporting requirements based upon the size of the… Read More

SEC Brings Insider Trading Charges in Connection With Deepwater Horizon Oil Spill

  On April 17, 2014, the Securities and Exchange Commission charged a former employee of BP p.l.c. and a senior responder during the 2010 Deepwater Horizon oil spill with insider trading in BP securities based on confidential information… Read More

SEC Charges Telexfree in Pyramid Scheme Immigrants l By Brenda Hamilton Attorney

Securities Lawyer 101 Blog On April 17, 2014, the Securities and Exchange Commission (the “SEC”) announced it filed charges against the Massachusetts-based operators of a large pyramid scheme that mainly targeted Dominican and Brazilian immigrants in the U.S. … Read More

The Use of Testimonials in Social Media by Investment Advisers

Generally, SEC rules prohibit investment advisers from using testimonials in their advertisements.  In the past several years,  the SEC has encountered a number of questions concerning investment advisers’ use of social media.  Social media has facilitated consumers’ ability… Read More

Forex Scams 101 l Brenda Hamilton, Attorney

Securities Lawyer 101 Blog The Commodity Futures Trading Commission (CFTC) and the North American Securities Administrators Association (NASAA) warn that off-exchange forex trading is at best extremely risky, and at worst, outright fraud.  Forex scams are on the… Read More

Section 302 and 906 Certifications l Brenda Hamilton Attorney

Securities Lawyer 101 Blog Chief Executive Officers (“CEO”) and Chief Financial Officers (“CFO”) of public companies must certify the issuer’s annual report on Form 10-K and quarterly report on Form 10-Q. Each issuer must also have disclosure controls… Read More

The Laws That Apply to Finders l Securities Lawyer 101

Securities Lawyer 101 Blog Companies seeking capital are frequently approached by finders who offer to locate investors in exchange for a fee.  This is particularly true in going public transactions. Most finders are not registered as broker-dealers with… Read More

U.S. Issues Indictment Against Caribbean Money Laundering Operators

Securities Lawyer 101 Blog Joshua Vandyk, a U.S. citizen, and Eric St-Cyr and Patrick Poulin, Canadian citizens, were indicted for conspiracy to launder monetary instruments, the Department of Justice and Internal Revenue Service (IRS) announced on March 24,… Read More

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