On May 30, 2013, the Securities and Exchange Commission (the “SEC”) announced Robert Vitale, the subject of an SEC enforcement inquiry plead guilty to criminal charges by the Justice Department for obstructing justice and lying to SEC attorneys investigating… Read More
Companies seeking capital are frequently approached by finders who offer to find investors in exchange for a percentage of funds raised. Most finders are not registered as broker-dealers with the Securities and Exchange Commission (the “SEC”). The possibility of… Read More
Securities Lawyer 101 Blog Form 10-Q is used to file quarterly reports under Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”). Rules 13(a)-13 and 15(d)-13, which require that SEC reporting issuers file… Read More
Category: Blog Posts Tags: 10-Q Report, Direct Listing, Direct Listing Requirements, Direct Public Offering, Foreign Company, Foreign Issuer, Foreign Private Issuer, Form 10, Form 10-Q, Form 10-Q Periodic Report, Form F-1, Form F-1 Attorney, Form F-1 Attorneys, Form F-1 Capital, Form F-1 Capital Raise, Form F-1 Law Firm, Form F-1 Law Firms, Form F-1 Lawyer, Form F-1 lawyers, Form F-1 Offering, Form F-1 Prospectus, Form F-1 Quiet Period, Form F-1 Registered Offering, Form F-1 Registered Offerings, Form F-1 Registration Statement, Form F-1 Registration Statements, Form F-1 Resale, Form F-1 Resales, Form F-1 Selling Shareholder, Form F-1 Selling Shareholder Requirements, Form F-1 Selling Stockholder, Form F-1 Selling Stockholder Requirements, Form S--1 filing, Form S-1, Form S-1 Attorney, Form S-1 Attorneys, Form S-1 Capital, Form S-1 Capital Raise, Form S-1 filing requirements, Form S-1 Law Firm, Form S-1 Law Firms, Form S-1 Lawyer, Form S-1 lawyers, Form S-1 Listing, Form S-1 Offering, Form S-1 Prospectus, Form S-1 Quiet Period, Form S-1 Registered Offering, Form S-1 Registered Offerings, Form S-1 Registration Statements, Form S-1 Resale, Form S-1 Resales, Form S-1 Selling Shareholder, Form S-1 Selling Shareholder Requirements, Form S-1 Selling Stockholder, Form S-1 Selling Stockholder Requirements, Form S-1. Registration Statement, Go Public, Go Public Attorney, Go Public Lawyer, Going Public, Going Public Attorney, Going Public Attorneys, Going Public Law Firm, Going Public Lawyer, Going Public Lawyers, Listing, Periodic Reporting Requirements, Periodic Reports and Filings, Prospectus, Prospectus Requirements, Regulation A, Regulation A Attorney, Regulation A Attorneys, Regulation A Lawyer, Regulation A Lawyers, Regulation CF, Regulation S-K, S-1, S-1 Filing, S-1 Going Public, S-1 Registration, S-1 SEC Filing, SEC Quiet Period, SEC Reporting, SEC Reporting Obligations, SEC Reporting Requirements
Securities Lawyer 101 Blog On May 29, 2013, the SEC charged NASDAQ with violating the securities laws as a result of its poor systems and decision-making during the initial public offering (IPO) and secondary trading of Facebook’s common shares. NASDAQ has… Read More
In going public transactions, issuers who qualify as Smaller Reporting Companies should take advantage of the benefits of such status. The disclosures required to be included in a company’s initial registration statement, Form 10-K and/or proxy statement, and the cost as well as amount of time involved in preparing these SEC filings, can be significantly reduced as a result of electing Smaller Reporting Company status. In order to have Smaller Reporting Company status during its going public transaction, the company must check the “smaller reporting company” box on the cover page of its registration statement on Form S-1.
Category: Blog Posts Tags: Direct Listing, Direct Listing Requirements, Direct Public Offering, Foreign Company, Foreign Issuer, Foreign Private Issuer, Form 10, Form F-1, Form F-1 Attorney, Form F-1 Attorneys, Form F-1 Capital, Form F-1 Capital Raise, Form F-1 Law Firm, Form F-1 Law Firms, Form F-1 Lawyer, Form F-1 lawyers, Form F-1 Offering, Form F-1 Prospectus, Form F-1 Quiet Period, Form F-1 Registered Offering, Form F-1 Registered Offerings, Form F-1 Registration Statement, Form F-1 Registration Statements, Form F-1 Resale, Form F-1 Resales, Form F-1 Selling Shareholder, Form F-1 Selling Shareholder Requirements, Form F-1 Selling Stockholder, Form F-1 Selling Stockholder Requirements, Form S--1 filing, Form S-1, Form S-1 Attorney, Form S-1 Attorneys, Form S-1 Capital, Form S-1 Capital Raise, Form S-1 filing requirements, Form S-1 Law Firm, Form S-1 Law Firms, Form S-1 Lawyer, Form S-1 lawyers, Form S-1 Listing, Form S-1 Offering, Form S-1 Prospectus, Form S-1 Quiet Period, Form S-1 Registered Offering, Form S-1 Registered Offerings, Form S-1 Registration Statements, Form S-1 Resale, Form S-1 Resales, Form S-1 Selling Shareholder, Form S-1 Selling Shareholder Requirements, Form S-1 Selling Stockholder, Form S-1 Selling Stockholder Requirements, Form S-1. Registration Statement, Go Public, Go Public Attorney, Go Public Lawyer, Going Public, Going Public Attorney, Going Public Attorneys, Going Public Law Firm, Going Public Lawyer, Going Public Lawyers, Listing, OTC Markets, OTC Markets OTCQB, OTC QB, Prospectus, Prospectus Requirements, Regulation A, Regulation A Attorney, Regulation A Attorneys, Regulation A Lawyer, Regulation A Lawyers, Regulation CF, Regulation S-K, S-1, S-1 Filing, S-1 Going Public, S-1 Registration, S-1 SEC Filing, SEC Quiet Period, SEC Reporting, SEC Reporting Obligations, Smaller Reporting Company
Securities Lawyer 101 Blog Since 2010, allegations of securities fraud involving Chinese reverse merger companies have mounted. By December 31 2012, the auditors of at least 67 China-based U.S. public companies had resigned, and 126 China- based public… Read More
Category: Blog Posts Tags: Form S-1 Selling Stockholder, Form S-1 Selling Stockholder Requirements, Form S-1. Registration Statement, Go Public, Go Public Attorney, Go Public Lawyer, Going Public, Going Public Attorneys, Going Public Lawyer, Going Public Lawyers, going public transactions, initial public offering, IPO, Prospectus, Prospectus Requirements, public vehicle, pump and dump, Regulation S-K, Reverse Merger, Rule 144, Rule 6490, S-1, S-1 Going Public, SEC, SEC Action, SEC Administrative Proceeding, SEC Attorney, SEC Award, SEC Bounty, SEC Claim, SEC Defendant, SEC Defense, SEC Division of Enforcement, SEC enforcement, SEC Fraud, SEC Injunction, SEC Law Firm, SEC Lawsuit, SEC Lawyer, SEC Litigation, SEC Penny Stock Bar, SEC Quiet Period, SEC Registration Statement, SEC Reporting Requirements, SEC Trading Suspension, SEC Whistleblower, SEC whistleblower Award, SEC whistleblower bounty, Securities and Exchange Commission, Securities Attorney, Securities Fraud, Securities Law Defense, Securities Lawyer, securities offerings, Shell Company, shell hijacking, shell peddler, stock manipulation, stock promotions, stock registration, Toxic Convertible Note, toxic debt, toxic financing, Toxic Financings, toxic funding, trading suspension, unregistered stock
Securities Lawyer 101 Blog On May 15, 2013, Dejun “David” Zou and Jianping “Amy” Qiu settled the enforcement action brought by the Securities and Exchange Commission stemming from their alleged looting of Chinese reverse merger company, RINO International Corp. According to… Read More
Securities Lawyer 101 Blog On April 2, 2013, the SEC released a report on the use of social media by public companies, in which it clarified that public companies may use social media such as Twitter and Facebook… Read More
Securities Lawyer 101 Blog Investor relations or stock promotion involves the dissemination of information about a public company to increase its stock price and trading
In recent years, the activities of short sellers have been the subject of considerable controversy. While the average investor profits if he invests in a stock whose price increases, a short seller profits when a stock’s price declines. … Read More
Securities Lawyer 101 Blog The Securities Act of 1933, as amended (the “Securities Act”) requires the offer and sale of a security be subject to an effective registration statement under the Securities Act, unless the security or transaction… Read More
Category: Blog Posts Tags: Form 144, Legal Opinion, Legend Removal, Legend Removal Opinion, OTC Markets, OTC Pink, Rule 144, Rule 144 Attorneys, Rule 144 Legal Opinion, Rule 144 legal Opinions, Rule 144 Legend, Rule 144 Legend Opinion, Rule 144 Legend Removal, Rule 144 Opinion, Tradability Opinion, Transfer Agent Opinion
Securities Lawyer 101 Blog The OTCMarkets Group operates an electronic inter-dealer quotation system called OTC Link that broker-dealers use to trade securities not listed on a national securities-related exchange. OTCMarkets rank issuers in tiers; each issuer’s rank depends… Read More
Category: Blog Posts Tags: Direct Listing, Direct Listing OTC Markets, Direct Listing Requirements, Direct Public Offering, Foreign Company, Foreign Issuer, Foreign Private Issuer, Form 10, Form F-1, Form F-1 Attorney, Form F-1 Attorneys, Form F-1 Capital, Form F-1 Capital Raise, Form F-1 Law Firm, Form F-1 Law Firms, Form F-1 Lawyer, Form F-1 lawyers, Form F-1 Offering, Form F-1 Prospectus, Form F-1 Quiet Period, Form F-1 Registered Offering, Form F-1 Registered Offerings, Form F-1 Registration Statement, Form F-1 Registration Statements, Form F-1 Resale, Form F-1 Resales, Form F-1 Selling Shareholder, Form F-1 Selling Shareholder Requirements, Form F-1 Selling Stockholder, Form F-1 Selling Stockholder Requirements, Form S--1 filing, Form S-1, Form S-1 Attorney, Form S-1 Attorneys, Form S-1 Capital, Form S-1 Capital Raise, Form S-1 filing requirements, Form S-1 Law Firm, Form S-1 Law Firms, Form S-1 Lawyer, Form S-1 lawyers, Form S-1 Listing, Form S-1 Offering, Form S-1 Prospectus, Form S-1 Quiet Period, Form S-1 Registered Offering, Form S-1 Registered Offerings, Form S-1 Registration Statements, Form S-1 Resale, Form S-1 Resales, Form S-1 Selling Shareholder, Form S-1 Selling Shareholder Requirements, Form S-1 Selling Stockholder, Form S-1 Selling Stockholder Requirements, Form S-1. Registration Statement, Go Public, Go Public Attorney, Go Public Lawyer, Going Public, Going Public Attorney, Going Public Attorneys, Going Public Law Firm, Going Public Lawyer, Going Public Lawyers, Listing, OTC Issuer, OTC Link, OTC Listing, OTC Markets, OTC Markets OTCQB, OTC Pink, OTCQB
Securities Lawyer 101 Blog Many private companies that go public are opting for the listing on the OTCMarket’s Pink Sheets due to the increased costs and more stringent regulations associated with Securities and Exchange Commission (“SEC”) reporting. Rule… Read More
Securities Lawyer 101 Blog On April 25, 2013, the Securities and Exchange Commission Division of Enforcement (“SEC”) announced that it had charged Daniel Peterson of Spokane, Washington, and his company USA Real Estate Fund 1 with securities fraud…. Read More
Securities Lawyer 101 Blog Registration of securities on Form S-8 (“Form S-8”) is a short-form registration statement under the Securities Act of 1933, as amended (“Securities Act”). Form S-8 is available to register securities offered to employees and… Read More
Securities Lawyer 101 Blog The last step in going public transactions is most often obtaining a stock trading or ticker symbol from the Financial Industry Regulatory Authority (“FINRA”). For a company to obtain a ticker, a market maker must file… Read More
Securities Lawyer 101 Blog On May 2, 2013, the Securities and Exchange Commission (“SEC”) issued an investor alert warning of the increasing number of frauds involving private securities offerings for oil and gas ventures, as energy-related fraud cases… Read More
Securities Lawyer 101 Blog Rule 144(c) of the Securities Act of 1933, as amended (the “Securities Act”) requires that stockholders of public companies relying upon Rule 144 satisfy its adequate current public information requirement. The requirements depend upon… Read More
Category: Blog Posts Tags: Form 144, Legal Opinion, Legend Removal, Legend Removal Opinion, Rule 144, Rule 144 Attorneys, Rule 144 Legal Opinion, Rule 144 legal Opinions, Rule 144 Legend, Rule 144 Legend Opinion, Rule 144 Legend Removal, Rule 144 Opinion, Tradability Opinion, Transfer Agent Opinion
Securities Lawyer 101 Blog Rule 504 of Regulation D is a transactional exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”) for non-reporting companies when they offer and sell securities. OTC… Read More
Category: Blog Posts Tags: Non-Accredited Investor, Private Placement Memorandum, Regulation D, Regulation D Attorney, Regulation D Rule 504, Regulation D Rule 504 Securities Offering Requirements, Rule 504 Attorney, Rule 504 Exemption, Rule 504 of Regulation D, Rule 504 Offering, Rule 504 Securities Offering, Rule 506, SEC Reporting Requirements
Securities Lawyer 101 Blog The Jumpstart Our Business Startups (“JOBS”) Act was signed into law by President Obama on April 5, 2012. The JOBS Act requires the Securities and Exchange Commission (the “SEC”) to issue final regulations regarding… Read More
Securities Lawyer 101 Blog Public companies with a class of securities registered under Section 12 or subject to Section 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are subject to the periodic and… Read More
Securities Lawyer 101 Blog Rule 504 of Regulation D is a transactional exemption from the registration statement requirements of the Securities Act of 1933, as amended (the “Securities Act”) for non-reporting companies when they offer and sell securities. OTC… Read More
Category: Blog Posts Tags: Non-Accredited Investor, Private Placement Memorandum, Regulation D, Regulation D Attorney, Regulation D Rule 504, Regulation D Rule 504 Securities Offering Requirements, Rule 504 Attorney, Rule 504 Exemption, Rule 504 of Regulation D, Rule 504 Offering, Rule 504 Securities Offering, Rule 506, SEC Reporting Requirements
Securities Lawyer 101 Blog In recent years, the Securities and Exchange Commission (“SEC”) and the Financial Industry Regulatory Authority (“FINRA”) have taken steps to limit transactions involving private companies going public using reverse mergers with public shell companies. One limitation… Read More
Category: Blog Posts Tags: Direct Listing Requirements, Direct Public Offering, Foreign Company, Foreign Issuer, Foreign Private Issuer, Form 10, Form F-1, Form F-1 Attorney, Form F-1 Attorneys, Form F-1 Capital, Form F-1 Capital Raise, Form F-1 Law Firm, Form F-1 Law Firms, Form F-1 Lawyer, Form F-1 lawyers, Form F-1 Offering, Form F-1 Prospectus, Form F-1 Quiet Period, Form F-1 Registered Offering, Form F-1 Registered Offerings, Form F-1 Registration Statement, Form F-1 Registration Statements, Form F-1 Resale, Form F-1 Resales, Form F-1 Selling Shareholder, Form F-1 Selling Shareholder Requirements, Form F-1 Selling Stockholder, Form F-1 Selling Stockholder Requirements, Form S--1 filing, Form S-1, Form S-1 Attorney, Form S-1 Attorneys, Form S-1 Capital, Form S-1 Capital Raise, Form S-1 filing requirements, Form S-1 Law Firm, Form S-1 Law Firms, Form S-1 Lawyer, Form S-1 lawyers, Form S-1 Listing, Form S-1 Offering, Form S-1 Prospectus, Form S-1 Quiet Period, Form S-1 Registered Offering, Form S-1 Registered Offerings, Form S-1 Registration Statements, Form S-1 Resale, Form S-1 Resales, Form S-1 Selling Shareholder, Form S-1 Selling Shareholder Requirements, Form S-1 Selling Stockholder, Form S-1 Selling Stockholder Requirements, Form S-1. Registration Statement, Go Public, Go Public Attorney, Go Public Lawyer, Going Public, Going Public Attorney, Going Public Attorneys, Going Public Law Firm, Going Public Lawyer, Going Public Lawyers, Listing, OTC Markets, OTC Markets OTCQB, OTC QB, Prospectus, Prospectus Requirements, Regulation A, Regulation A Attorney, Regulation A Attorneys, Regulation A Lawyer, Regulation A Lawyers, Regulation CF, Regulation S-K, Reverse Merger, S-1, S-1 Filing, S-1 Going Public, S-1 Registration, S-1 SEC Filing, SEC Quiet Period, SEC Reporting, SEC Reporting Obligations, Shell Company
Securities Lawyer 101 Blog Every offer and sale of securities is regulated by both state and federal securities laws. Generally, all securities offerings must be registered or exempt from federal and state securities registration laws. Failure to comply… Read More
Category: Blog Posts Tags: Direct Listing, Direct Listing Requirements, Direct Public Offering, Foreign Company, Foreign Issuer, Foreign Private Issuer, Form 10, Form F-1, Form F-1 Attorney, Form F-1 Attorneys, Form F-1 Capital, Form F-1 Capital Raise, Form F-1 Law Firm, Form F-1 Law Firms, Form F-1 Lawyer, Form F-1 lawyers, Form F-1 Offering, Form F-1 Prospectus, Form F-1 Quiet Period, Form F-1 Registered Offering, Form F-1 Registered Offerings, Form F-1 Registration Statement, Form F-1 Registration Statements, Form F-1 Resale, Form F-1 Resales, Form F-1 Selling Shareholder, Form F-1 Selling Shareholder Requirements, Form F-1 Selling Stockholder, Form F-1 Selling Stockholder Requirements, Form S--1 filing, Form S-1, Form S-1 Attorney, Form S-1 Attorneys, Form S-1 Capital, Form S-1 Capital Raise, Form S-1 filing requirements, Form S-1 Law Firm, Form S-1 Law Firms, Form S-1 Lawyer, Form S-1 lawyers, Form S-1 Listing, Form S-1 Offering, Form S-1 Prospectus, Form S-1 Quiet Period, Form S-1 Registered Offering, Form S-1 Registered Offerings, Form S-1 Registration Statements, Form S-1 Resale, Form S-1 Resales, Form S-1 Selling Shareholder, Form S-1 Selling Shareholder Requirements, Form S-1 Selling Stockholder, Form S-1 Selling Stockholder Requirements, Form S-1. Registration Statement, Go Public, Go Public Attorney, Go Public Lawyer, Going Public, Going Public Attorney, Going Public Attorneys, Going Public Law Firm, Going Public Lawyer, Going Public Lawyers, Listing, OTC Markets, OTC Markets OTCQB, OTC QB, Prospectus, Prospectus Requirements, Regulation A, Regulation A Attorney, Regulation A Attorneys, Regulation A Lawyer, Regulation A Lawyers, Regulation CF, Regulation S-K, S-1, S-1 Filing, S-1 Going Public, S-1 Registration, S-1 SEC Filing, SEC Quiet Period, SEC Reporting, SEC Reporting Obligations
Securities Lawyer 101 Blog Brenda Hamilton, a securities attorney and founder of Hamilton & Associates Securities Lawyers has been honored as a Top 1 Percent LinkedIn Subscriber. LinkedIn.com reports that Ms. Hamilton’s profile was in the top 1… Read More
Securities Lawyer 101 Blog On March 15, 2013, the Securities and Exchange Commission (the “SEC”) charged securities law firm Carrillo Huettel and others in an alleged international “pump-and-dump” scheme involving two publicly traded U.S. companies, Pacific Blue Energy Corporation… Read More
Securities Lawyer 101 Blog On March 7, 2013, the Financial Industry Regulatory Authority (“FINRA”) barred Jeffrey Rubin of Lighthouse Point, Florida, from the securities industry. Rubin was sanctioned for making unsuitable recommendations to an NFL player, advising him to… Read More
Securities Lawyers Gone Wild Series Securities Lawyer 101 Blog On March 8, 2013, the Securities and Exchange Commission (the “SEC”) charged Brian Reiss, a California securities lawyer, with churning out baseless legal opinions for penny stocks traded on the OTC… Read More
Securities Lawyer 101 Blog Recent actions by the Securities and Exchange Commission (the “SEC”) and the media have alerted the public to fraud involving reverse mergers and Chinese issuers. In the last two years, the number of securities fraud cases… Read More
Category: Blog Posts Tags: 15c-211, Alternative Reporting Standards, Bad Actor, Chinese Reverse merger, control person, cusip, custodianship shell, Direct Public Offering, director, dorman shell, DTC Eligibility, Due Diligence, Expert Market, Financial Industry Regulatory Authority, financials, FINRA, Form 211, Form 8-K, initial public offering, officer, OTC Markets, OTC Pink, OTCQB, Public Company, Public Company candidate, Reverse Merger, reverse stock split, SEC, SEC Action, SEC Administrative Proceeding, SEC Attorney, SEC Charges, SEC Claim, SEC Defendant, SEC Defense, SEC Defense Attorney, SEC Defense Lawyer, SEC enforcement, SEC Fraud, SEC Injunction, SEC Law Firm, SEC Lawsuit, SEC Lawyer, SEC Litigation, SEC Penny Stock Bar, SEC Reporting, SEC Subpoena, SEC Suit, Securities and Exchange Commission, Securities Attorney, Securities Fraud, Securities Law Defense, Shell Company
Securities Lawyer 101 Blog On February 27, 2013, in the case of Gabelli v. Securities and Exchange Commission, the U.S. Supreme Court unanimously concluded that the securities statute of limitations for SEC enforcement actions seeking civil penalties expires 5… Read More
