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
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
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
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
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
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
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
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
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
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
Securities Lawyer 101 Blog Many private companies seeking to go public are opting for going public transactions on the OTC Markets OTCQB. The OTC Markets Group operates an electronic inter-dealer quotation system called OTC Link. OTC Markets ranks… Read More
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
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
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
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
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
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
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
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
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
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
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
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
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
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
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
