Offshore Crowdfunding Portals Are Not Shielded From Liability Under U.S. Securities Laws

The SEC’s recent Cease and Desist order against  Eureeca Capital demonstrates that we may begin to see enforcement activity involving offshore crowdfunding portals soliciting investments from U.S. investors.  In Eureeca, its website claimed, “Eureeca is the first global… Read More

Brenda Hamilton Securities Attorney

Brenda Hamilton, our law firm’s founder and a securities lawyer has counseled clients in legal and compliance matters involving securities and financial transactions including underwritten and direct public offerings, equity and debt offerings, corporate legal and compliance matters… Read More

Founder of iShopNoMarkup Found Guilty

Securities Law Blog On October 14, 2014, a jury in federal court in Central Islip, New York returned a verdict in favor of the Securities and Exchange Commission (the “SEC”) finding the former Chairman of failed Long Island-based… Read More

What is Equity Crowdfunding?

On October 23, 2013, the Securities and Exchange Commission (the “SEC”) proposed Regulation Crowdfunding, setting forth the rules governing the offer and sale of securities through crowdfunded offerings, pursuant to Title III of the Jumpstart Our Business Startups… Read More

State Blue Sky Laws & Securities Regulators

Securities Lawyer 101 Blog The Securities and Exchange Commission (the “SEC”) is the federal agency that regulates the securities industry.  In addition to the federal securities laws, companies must comply with state securities laws.  These state laws are… Read More

FINRA Seeks to Make Form 211 Information Publicly Available

Securities Lawyer 101 Blog FINRA is soliciting comment on its proposal to make publicly available through FINRA’s website a repository of Form 211 information. Firms are required to complete FINRA’s Form 211 to demonstrate compliance with the specific… Read More

Former Officer of Harbinder to Settle Charges In Hedge Fund Scheme

Securities Lawyer 101 Blog On July 28, 2014, the Securities and Exchange Commission (the “SEC”) announced that the former chief operating officer at Harbinger Capital Partners LLC agreed to settle charges that he assisted a scheme by Philip… Read More

Securities Lawyers Gone Wild – Bernard Butts

Securities Lawyer 101 Blog On July 15, 2014, the Securities and Exchange Commission announced that a federal judge ordered a Miami-based attorney to pay nearly $4 million in a consent judgment of an SEC case against him for… Read More

NASAA Forms List

The North American Securities Administrators Association (NASAA) is the oldest international organization devoted to investor protection. NASAA is a voluntary association whose membership consists of 67 state, provincial, and territorial securities administrators in the 50 states, the District of Columbia,… Read More

SEC Forms List

1 Application for registration or exemption from registration as a national securities exchange (pdf)  1-A Regulation A Offering Statement (pdf)  1-E Notification under Regulation E (pdf)  1-N Form and amendments for notice of registration as a national securities… Read More

Why Do We Invest? Investor Studies – Going Public Lawyers

  Why do we invest? Below are individual investor studies conducted by researchers from multiple University’s and Agencies along with the FINRA Investor Education Foundation. Individual Differences in Susceptibility to Investment Fraud (PDF 1.8 MB) This study by researchers from Stanford… Read More

FINRA Arbitrators

FINRA arbitrators—neutral, qualified individuals who are essential in maintaining a fair, impartial and efficient system of arbitration—serve as decision makers, weighing the facts of each case presented. FINRA arbitrators hear all sides of the dispute, study the evidence… Read More

Investor Education Links

  Federal  Board of Governors of the Federal Reserve System  Commodity Futures Trading Commission  Federal Trade Commission  FedWorld  Financial Literacy Education Commission  Pension Benefits Guaranty Corporation  Social Security Administration  U.S. Department of Justice  U.S. Department of Labor  U.S…. Read More

Canadian Securities Regulation – Going Public Lawyers

Canadian Securities Regulation is established by the 10 provinces and 3 territories in Canada are responsible for securities regulations. Each province and territory has a securities commission and its own unique legislation. Canada does not have a federal securities regulatory authority. Canada… Read More

State Securities Regulators

State Securities Regulators While the SEC regulates and enforces the federal securities laws, each state has its own securities regulator who enforces what are known as “blue sky” laws. These laws cover many of the same activities the SEC… Read More

SEC Periodic Reporting & Compliance

Securities Lawyer 101 Private and publicly traded companies that are reporting with the SEC must file periodic reports.  Not all publicly traded companies are required to file periodic reports with the SEC.   The SEC’s periodic reporting requirements… Read More

The Role of the Crowdfunding Lawyer

Since the JOBS Act was signed into law in April 2012, market participants and observers have anticipated the release of the regulations governing equity crowdfunding.  On October 23, 2013, the SEC released Regulation Crowdfunding.  Many small business owners… Read More

What is a Crowdfunding Attorney?

Since the JOBS Act was signed into law in April 2012, market participants and observers have anticipated the release of the regulations governing equity crowdfunding. On October 23, 2013, the SEC released Regulation Crowdfunding. Many small business owners… Read More

The Role of the Going Public Attorney

The role of the going public attorney is one of the most important in the going public process.  The going public attorneys at Hamilton & Associates Law Group have provided private companies with their going public solutions for… Read More

The Role of the Direct Public Offering Lawyer

One of the most efficient and cost effective ways to achieve public company status is by using a Direct Public Offering.  The Direct Public Offering Lawyers at Hamilton & Associates will assist you with your Direct Public Offering… Read More

Regulation S-K Item 702

Securities Law Blog Issuers filing registration statements on Form S-1 for direct public offerings in their going public transactions must comply with Regulation S-K Item 702. Item 702 requires disclosure of any indemnification provisions of officers, directors or control persons.  Indemnification can result from… Read More

Regulation S-K Item 510

Posted by Brenda Hamilton Lawyer – Securities Lawyer 101 Blog Issuers filing registration statements on Form S-1 for direct public offerings in their going public transactions must comply with Regulation S-K Item 510. Item 510 is set forth… Read More

Form S-1 Item 11A Material Changes

Securities Law Blog Issuers filing registration statements for their direct public offering in going public transactions must comply with Item 11A of Form S-1.  Item 11 A of Form S-1 is set forth below. Item 11A Material Changes…. Read More

Regulation S-K Item 103

Securities Lawyer 101 Blog Issuers filing registration statements on Form S-1 for direct public offerings in their going public transactions must comply with Regulation S-K Item 103.  Item 103 requires the issuer to provide expansive disclosure about material… Read More

Regulation S-K Item 202 Securities Law Blog

Issuers filing registration statements on Form S-1 for direct public offerings in their going public transactions must comply with Regulation S-K Item 202. Item 202 requires expansive disclosure about the issuer’s securities being registered. Regulation S-K Item 202 — Description of Registrant’s Securities Capital… Read More

Regulation S-K Item 509

Securities Law Blog Issuers filing registration statements on Form S-1 for direct public offerings in their going public transactions must comply with Regulation S-K Item 509. Item 509 requires the issuer to disclose specified information about its experts and securities attorney. Regulation S-K Item… Read More

Regulation S-K Item 507 – Going Public Attorneys

Issuers filing registration statements on Form S-1 must provide the  Information required by Item 507 of Regulation S-K. Selling security holder disclosures are required in registration statements that register shares on behalf of existing stockholders. This type of… Read More

What Causes An SEC Investigation? Securities Lawyer 101

Securities and Exchange Commission (the “SEC”) investigations can result from a variety of factors.  SEC investigations can be triggered in ways, including during the SEC’s routine review of SEC reports and schedules, routine inspections by FINRA of clearing houses and/or brokerage firms, reports… Read More

The Laws That Apply to Going Public & Being A Public Company

A private company going public is subject to three federal securities laws, each with its own unique requirements.  The three laws are the Securities Act of 1933 (the “Securities Act”), the Securities Exchange Act of 1934 (the “Exchange Act”) and… Read More

SEC Charges Toronto Consultant and Four Others in China Reverse Merger Schemes

Securities Lawyer 101 Blog On May 5, 2014, the Securities and Exchange Commission charged a Toronto-based consultant and four associates with conducting illegal reverse merger schemes to bring a pair of China-based companies into the U.S. markets so… Read More