SEC Charges Caroline Winsor l Securities Lawyer 101

Securities Lawyer 101 Blog The SEC has charged Caroline Winsor, a Canadian stock promoter, Richard Walchuk, the president and Chief Executive Officer of Viosolar Inc. and Lisa Esposito, a former registered representative, in connection with the manipulation of… Read More

SEC Charges Lance Berger l Securities Lawyer 101

Securities Lawyer 101 Blog According to the SEC, in December 2012, Lance Berger, a stock promoter for several penny stock companies, including FUEG, along with another stock promoter who was a business associate of Berger’s, began discussions with… Read More

The SEC Suspends The Enlightened Gourmet Inc.

Securities Lawyer 101 Blog On December 10, 2013, the Securities and Exchange Commission (the “SEC”) announced the temporary suspension of trading in the securities of The Enlightened Gourmet, Inc. (“ENLG”)  commencing at 9:30 a.m. EST on December 18, 2013… Read More

The SEC Releases 2013 Enforcement Results

Securities Lawyer 101 Blog On December 17, the Securities and Exchange Commission (“SEC”) announced that its newly-invigorated Enforcement Division had brought actions in fiscal year 2013 resulting in a record $3.4 billion in monetary sanctions.  The SEC’s fiscal… Read More

SEC Charges Stock Randy Hamdan and Oracle Consultants

Securities Lawyer 101 Blog On December 10, 2013, the Securities and Exchange Commission (the “SEC”) charged Randy Hamdan and a related entity, Oracle Consultants LLC, with carrying out a pump-and-dump scheme in the securities of CompuSonics Video Corporation…. Read More

SEC Charges MALOM Group with Securities Fraud

 Securities Lawyer 101 Blog The Securities and Exchange Commission filed securities fraud charges against MALOM Group AG, whose name is an acronym for “Make A Lot Of Money”. The SEC alleges that Swiss-based Malom Group AG and other… Read More

SEC Halts Oil And Gas Scheme l Securities Lawyer 101

Securities Lawyer 101 Blog On December 6, 2013, the Securities and Exchange Commission (the “SEC”) announced charges and an emergency asset freeze against the perpetrators of a Texas-based Ponzi oil and gas scheme involving purported investments drilling projects.

SEC Grants Waiver Of Rule 506 Bad Actor Ban

Securities Lawyer 101 Blog On November 25, 2013, the Securities and Exchange Commission granted a waiver of the ban against bad actors under Rule 506 of Regulation D of the Securities Act of 1933. The waiver was granted… Read More

SEC Report Reveals Foreigners Among Dodd Frank Whistleblowers

Securities Lawyer 101 Blog The SEC’s 2013 Annual Report to congress on the Dodd-Frank whistleblower Program shows whistleblowers from 55 countries submitted tips to the SEC. Under the SEC’s whistleblower program, if a whistle-blower’s information leads to an… Read More

SEC Suspends Trading of Nevada Gold Corp

Securities Lawyer 101 Blog On November 27, 2013, the Securities and Exchange Commission (the “SEC”) announced the temporary suspension, pursuant to Section 12(k) of the Securities Exchange Act of 1934 (the “Exchange Act”), of trading in the securities… Read More

Shell Traffickers Guilty in $137 Million Corporate Hijacking Scheme

Lawrence Hartman, a Florida securities lawyer, plead guilty to a charge of conspiracy to commit mail and wire fraud for his role in a Corporate Hijacking and shell trafficking fraud scheme that swindled victims out of more than… Read More

SEC Issues Compliance and Disclosure Interpretation of Rule 506(c)

Securities Lawyer 101 Blog On November 13, 2013, the Securities and Exchange Commission (the “SEC”) Division of Corporation Finance issued several useful Compliance and Disclosure Interpretations related to Rule 506(c) of the JOBS Act. The Rule 506(c) Compliance… Read More

House Committee Passes Law Reducing Business-Broker Regulation

Securities Lawyer 101 Blog On November 14, 2013, the Financial Services Committee of the U.S. House of Representatives voted unanimously to report HR 2274, as amended, to the full House with a favorable recommendation. HR 2274 is known… Read More

Foreign Issuers Embrace U.S. IPO Markets

Securities Lawyer 101 Blog As the number of U.S. companies launching initial public offerings (“IPOs”) by filing registration statements increased throughout 2013, foreign issuers joined in.  While their numbers are still relatively small compared to their U.S. counterparts,… Read More

SEC Announces First Deferred Prosecution Agreement

Securities Lawyer 101 Blog On November 12, 2013, the Securities and Exchange Commission (the “SEC”) announced a deferred prosecution agreement with Scott Herckisa, a former hedge fund administrator at Hellelwhite Fund LP, who assisted the SEC in an… Read More

The SEC Analyzes Rule 506 l Going Public Attorneys

Securities Lawyer 101 Blog In its recently proposed Regulation Crowdfunding (“Reg CF”), the Securities and Exchange Commission (“SEC”) produced some interesting statistics on the types of unregistered offerings that have been popular with smaller issuers and private companies… Read More

What Are The Financial Statement Requirements of Form S-1?

Securities Lawyer 101 Blog The financial statements requirements of a Form S-1 registration statement depend upon the company’s size and revenues. If  the company is not a smaller reporting company as defined by Rules 3-01 and 3-02 of… Read More

OTC Pink Sheets 101 – Going Public Attorneys

Securities Lawyer 101 Blog Q. What are the OTC Markets OTC tiers available to OTC Pink Sheet companies? A. Companies on the OTC Pink Sheets are assigned to one of three tiers by the OTC Markets based upon… Read More

170 Issuers Use Rule 506(c) For Offerings – Going Public

Securities Lawyer 101 Blog On October 30, 2013, Keith Higgins, the newly appointed Director of the Securities and Exchange Commission’s Division of Corporate Finance, provided some useful information about the number of issuers relying upon new Rule 506(c)… Read More

Soft Landing Labs Completes Going Public Transaction

Securities Lawyer 101 Blog Soft Landing Labs, LTD (OTCQB: SLNZ), announced its common stock is approved for quotation on the OTC Markets’ OTC Pink Sheets marketplace under the ticker symbol

SEC Suspends 14 Companies To Prevent Corporate Hijackings

Securities Lawyer 101 Blog On October 31, 2013, the Securities and Exchange  Commission suspended trading in 14 zombie companies’ shares, due to their failure to file required SEC filings and reports.   The SEC filed two Orders of Trading Suspensions, with each… Read More

What Disclosures Are Required in Form 10-K ?

Securities Lawyer 101 Blog Form 10-K is a comprehensive annual report filed by SEC reporting companies that details information about the issuer and its operations. Form 10-K is required pursuant to Section 13 or 15(d) of the Securities… Read More

Securities Lawyers Gone Wild l Brynee K. Baylor

Securities Lawyer 101 Blog On October 30, 2013, the United States District Court for the District of Columbia granted the SEC‘s motion for summary judgment against all defendants in a civil action arising from a prime bank investment scheme… Read More

SEC Awards Whistleblower Bounty

Securities Lawyer 101 Blog On October 31, 2013, the Securities and Exchange Commission (the “SEC”)  announced an award of more than $150,000 to a whistleblower whose tips helped the agency stop a scheme that was defrauding investors. The award… Read More

SEC Issues Trading Suspension of PVEN’s Common Shares

Securities Lawyer 101 Blog On October 30, 2013, the SEC announced the temporary suspension, pursuant to Section 12(k) of the Securities Exchange Act of 1934 (the “Exchange Act”), of trading in the securities of Press Ventures, Inc. (“PVEN”), of… Read More

FINRA Issues Crowdfunding Portal Proposals l Securities Lawyer 101

Securities Lawyer 101 Blog On October 25, 2013, FINRA announced the release a set of proposed crowdfunding portal rules and forms for equity crowdfunding. Crowdfunding portals that engage in crowdfunding on behalf of issuers relying on the JOBS… Read More

Due Diligence in the Going Public Process l Going Public Attorneys

Securities Lawyer 101 Blog Private companies in going public transactions seeking to have their securities quoted on the OTC Markets OTCQB must first become reporting with the Securities and Exchange Commission (the “SEC”).  This is typically accomplished by… Read More

What Is the Registration Statement Quiet Period ?

Securities Lawyer 101 Blog Companies going public by filing a registration statement on Form S-1 under the Securities Act of 1933, as amended (the “Securities Act”) are often unaware of the securities laws that apply to the “quiet… Read More

Going Public For Foreign Private Issuers

Securities Lawyer 101 Blog The securities laws provide numerous benefits to issuers who qualify as foreign private issuers. Among those benefits are reduced disclosure obligations and relaxed financial statement requirements. Qualification as a foreign private issuer is not determined… Read More

SEC Issues Proposals On Crowdfunding

Securities Lawyer 101 Blog On October 23, 2013, the Securities and Exchange Commission (“SEC”) voted unanimously to propose rules under the JOBS Act to permit companies to offer and sell securities through crowdfunding. Crowdfunding has been used outside of… Read More