SEC Approves FINRA Rule 5123
Securities Lawyer 101 Blog The Securities and Exchange Commission recently approved the Financial Industry Regulatory Authority (“FINRA”) proposals to amend Rule 5123 governing FINRA members who participate in private offerings of securities (“Rule 5123”). Rule 5123 requires FINRA… Read More
What is a SCOR Offering? l Securities Lawyer 101
Securities Lawyer 101 Blog State Blue Sky laws play a significant role in the enforcement of the securities laws. Each State has its own securities laws and regulations. Issuers selling securities must comply with both federal and state… Read More
Bogus State Court Actions Used in Unico Fraud
On January 22, the U.S. Attorney’s Office in San Diego unsealed an indictment charging Mark Anthony Lopez, the former CEO of Unico Inc., with conspiracy to commit securities fraud and obstruction of justice. Much of the evidence used to… Read More
The SEC’s Corporate Hijacking Task Force
Securities Lawyer 101 Blog A few weeks ago, the Securities and Exchange Commission (the “SEC”) issued its “Enforcement Initiatives to Combat Financial Reporting and Microcap Fraud and Enhance Risk Analysis.” The SEC release identified financial reporting, microcap fraud and enhancing risk analysis as the… Read More
What is Broker-Dealer Registration? Securities Lawyer 101
Securities Lawyer 101 Blog Broker-dealers are subject to regulation by the SEC, FINRA, Self Regulatory Organizations (“SROs”) such as stock exchanges, and the states in which they do business. The Securities Exchange Act of 1934 (the “1934 Act”) requires that… Read More
The OTCBB Obsolete Marketplace l Securities Lawyer 101 Blog
Securities Lawyer 101 Blog The OTC Bulletin Board (“OTCBB”) is an electronic quotation system that provides real-time quotes, last-sale prices, and volume information for some over-the-counter securities not listed on a national securities exchange such as NASDAQ. Brokers-dealers who subscribe… Read More
Funding Portal Registration And the JOBS Act
Securities Lawyer 101 Blog On February 5, 2013, the SEC’s Division of Trading provided guidance on the exemption from broker-dealer registration in Title II of the Jumpstart Our Business Startups Act (“JOBS Act”). The SEC’s FAQs are not… Read More
Rule 5123 Requires the Filing of Private Placement Documents
Securities Lawyer 101 Blog The SEC recently approved Rule 5123 that any FINRA member firm selling an issuer’s securities in a non-public offering in reliance on an exemption from registration under the Securities Act is required to file… Read More
The OTC Markets “Face-to-Face” Meeting Requirement for Securities Lawyers
Securities Lawyer 101 Blog The OTC Markets Group operates an electronic inter-dealer quotation system used by broker-dealers to trade securities not listed on a national securities exchange such as NASDAQ, NYSE or AMEX. OTC Markets assigns companies to tiers… Read More
Shareholder Solicitations & the SEC’s Proxy Rules
Securities Lawyer 101 Blog Most public companies hold a stockholders’ meeting annually and hold special meetings to vote on special corporate actions such as name changes and mergers. Shareholder voting on takes place either in person or by… Read More
OTC Markets Rules of the Road
Securities Lawyer 101 Blog The Financial Industry Regulatory Authority (“FINRA”) and the Securities and Exchange Commission (“SEC”) regulate trading of stocks quoted by the OTC Markets Group. OTC Markets is not a regulator and is not affiliated with… Read More
OTC Markets OTC Pink Tiers
Securities Lawyer 101 Blog The OTC Markets 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. OTC Markets has three OTC Pink tiers. Each issuer’s… Read More
The Frankfurt Stock Exchange & the Elimination of the First Quotation Board
Securities Lawyer 101 Blog On December 20, 2011, Deutsche Börse AG suspended new listings from the First Quotation Board due to fraud and suspected market manipulation on the First Quotation Board. Deutsche Börse AG stated, “Prosecution according to… Read More
Boca Raton Attorney William J. Reilly Indicted For Securities Fraud
Securities Lawyer 101 Blog Lawyers Gone Wild Series On October 24, 2012, Boca Raton securities lawyer William J. Reilly was arrested by the FBI for allegedly engaging in a scheme to fraudulently sell stock in a company called Caribbean… Read More
The JOBS Act l Equity Crowdfunding Limbo
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
What Are Form 8-K Disclosures? Going Public Lawyer
Securities Lawyer 101 Blog Private companies seeking to go public should be aware that once their S-1 or other registration statement is declared effective by the SEC, the company will be required to publicly file on the SEC’s EDGAR database annual… Read More
NYSE and NASDAQ Compensation Committee Proposals
Securities Lawyer 101 Blog On January 17, 2013, the Securities and Exchange Commission (the “SEC”) approved proposals by the New York Stock Exchange (“NYSE”) and the NASDAQ Stock Market (“NASDAQ”) regarding compensation committee and compensation adviser independence, as… Read More
How Can I List My Company on NASDAQ?
Securities Lawyer 101 Blog Private companies that go public often attempt to list on a national securities exchange. One of these, the NASDAQ Stock Market (“NASDAQ”) has three distinct tiers for companies considering an exchange listing as part… Read More
OTC Markets Eliminate Quarterly Legal Opinions For OTC Pink Sheets
Securities Lawyer 101 Blog On January 3, 2013, OTC Markets revised its disclosure requirements for issuers quoted on OTC Markets’ “OTC Pink Current Information” tier. As set forth in our January 4, 2013 blog post, these revisions reduced the… Read More
Spam 101 l Securities Lawyer 101 Blog
Securities Lawyer 101 Blog Spam is unsolicited information–usually cast in the form of an advertisement–that is sent to a large number of recipients electronically. Spam may take the form of an email or a series of message board postings. The… Read More
SEC Seeks Order For Section 3(a)(10) Action
Securities Lawyer 101 Blog On December 23, 2013, the Securities and Exchange Commission (“SEC”) entered into a proposed settlement of a pending civil action against Advanced Cell Technology, Inc. (“Advanced Cell”), arising out of Advanced Cell’s issuance of hundreds of millions of… Read More
OTC Markets Increases Disclosures By OTC Pink Issuers
Securities Lawyer 101 Blog On January 3, 2013, the OTC Markets revised its disclosure requirements for issuers quoted with an OTC Markets “OTC Pink Current” tier. These revisions increase current events disclosures for a laundry list of corporate events… Read More
What Is Section 16 Reporting? Securities Lawyer 101
Securities Lawyer 101 Blog Section 16(a) of the Exchange Act of 1934 (the “Exchange Act”) requires the reporting of beneficial ownership by the officers, directors and stockholders who hold stock directly or indirectly, beneficially owning more than 10%… Read More
Emerging Growth Company – Going Public Attorneys
Securities Lawyer 101 Blog On April 5, 2012, President Obama signed the Jumpstart Our Business Startups Act (the “JOBS Act”), which was intended to help smaller and emerging growth companies raise capital in the U.S. markets. The JOBS Act amends, and adds… Read More
The SEC Issues Trading Suspension of Southridge Enterprises
Securities Lawyer 101 Blog On Dec 28, 2012, the Securities and Exchange Commission (“SEC”) announced a trading suspension, pursuant to Section 12(k) of the Securities Exchange Act of 1934 (the “Exchange Act”), of the securities of Southridge Enterprises,… Read More
JOBS Act l Research Analysts and Underwriters
Securities Lawyer 101 Blog On September 28, 2012, the Financial Industry Regulatory Authority, Inc. (“FINRA”) proposed rule changes to the Securities and Exchange Commission (the “SEC”), for NASD Rule 2711, which regulates the activities of research analysts. The… Read More
Securities Lawyers Gone Wild l Carl Duncan
Securities Lawyer 101 Blog On September 27, 2012, the SEC charged 8000, Inc. and Carl Duncan, Esq. for his role in a scheme to manipulate 8000, Inc.’s stock price. The SEC complaint alleges that certain defendants misrepresented 8000,… Read More
