Form S-1 Financial Statement Requirements
Companies that register securities for direct public offering on Form S-1 as part of their going public transaction must provide audited financial statements to the Securities and Exchange Commission (“SEC”). These financial statements include a balance sheet, statement of shareholders’ equity, income statement and statement… Read More
Selling Shareholder Form S-1 Disclosures
Companies going public with Form S-1 or Regulation A + have a variety of structures for their transactions. Companies can sell shares in reliance upon Rule 506 of Regulation D and file a selling shareholder registration statement with the Securities and… Read More
Going Public Using a Form S-1 Registration Statement
Going Public Using a Form S-1- 2018 Private companies going public commonly use a registration statement (“Registration Statement”) on Form S-1 under the Securities Act of 1933, as amended (the “Securities Act”). When a Form S-1 Registration Statement is… Read More
OTCQB Listing, OTCQB Requirements, OTCQB Reporting
The OTC Markets created the OTCQB Venture Market early-stage and developing U.S. and international companies. To be eligible for quotation on the OTCQB Venture Market, companies must be current in their reporting obligations, have a minimum bid price… Read More
Christopher Lollar Settles Charges of Insider Trading Ahead of Oil Discovery Announcement
On April 4, 2018, Christopher Lollar has agreed to settle SEC charges that he conducted insider trading ahead of a market-moving announcement about the company’s discovery of a significant new oil source. The SEC alleges in its complaint,… Read More
Cannabis Law Trends
Author: Mitchell Collins Laws regarding the growing, selling and using of cannabis have been trending toward decriminalization and legalization for years, but the path to full legalization has been long and winding. The subject of cannabis is complicated… Read More
William Schantz and Verto Capital Management LLC Settle Claims for Additional Investments in Scheme Involving Life Settlements
On February 27, 2018, the United States District Court for the District of New Jersey entered an amended judgment against Verto Capital Management LLC and William Schantz, of Moorestown, New Jersey. Verto Capital Management LLC and William Schantz… Read More
Whistleblower Receives $2.5 Million Reward
On July 25, 2017, the Securities and Exchange Commission (“SEC”) announced an award of nearly $2.5 million to an employee of a domestic government agency whose whistleblower tip helped launch an SEC investigation and whose continued assistance enabled… Read More
FBI Informant Guy Gentile Pushes Back
In September, we wrote about Guy Gentile, the owner of two successful stock brokerages, and his troubles with the U.S. Department of Justice (“DOJ”). According to the DOJ, back in 2007-2008, Guy Gentile had become involved in the… Read More
Attorney Adam Tracy & the Nefarious World of Custodianship Shells
The Securities and Exchange Commission (“SEC”) says it doesn’t like over-the-counter shell companies, and would like to see them gone from the marketplace. To that end, its Enforcement Division cooked up an initiative it called “Operation Shell-Expel”. It… Read More
Stanley Kowalewski Sentenced to 18 Years’ Imprisonment for Wire Fraud and Obstruction of Justice
On March 25, 2016, the Honorable Richard W. Story of the United States District Court for the Northern District of Georgia sentenced Stanley Kowalewski to 18 years’ imprisonment for defrauding the investors in his hedge funds and obstructing… Read More
Attorney Adam Tracy & the Nefarious World of Custodianship Shells
The Securities and Exchange Commission (“SEC”) says it doesn’t like over-the-counter shell companies, and would like to see them gone from the marketplace. To that end, its Enforcement Division cooked up an initiative it called “Operation Shell-Expel”. It… Read More
DTC Eligibility Q & A – Creating Liquidity with Electronic Trading
Posted By Brenda Hamilton, Securities Lawyer The Depository Trust and Clearing Corporation (“DTCC”), through its subsidiaries, provides clearing, settlement and information services for securities. DTCC’s subsidiary, the Depository Trust Company (“DTC”) was created to improve efficiencies and reduce… Read More
Corporate Hijacking Insights
Corporate hijacking of public shell companies, also known as corporate identity theft, has been around for more than two decades. It is increasingly used by fraudsters to acquire control of publicly traded shell companies so they may be… Read More
DTC Conspiracy Theories Continue In 2015
Securities Lawyer 101 Blog We continue to receive inquiries from management and shareholders of public companies about the Depository Trust Company (“DTC”). Many of these people assert that there is a larger DTC conspiracy in the works. Frequently,… Read More
How Corporate Hijackings Harm Small Business
Posted by Brenda Hamilton Attorney Corporate hijackings, also known as corporate identity theft, of public shell companies has been around for more than two decades. For years these hijackings have been used by fraudsters to acquire control of publicly traded shell… Read More
Brenda Hamilton
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
Notable Representation – Hamilton & Associates
The going public attorneys at Hamilton & Associates have represented issuers seeking to direct public offerings, secondary offerings and initial public offerings. The firm has represented more than 300 corporate entities and market participants in securities and corporate finance matters. The… Read More
Services – Going Public Lawyers – Direct Public Offerings
The securities and going public lawyers at Hamilton & Associates Law Group provide private and public companies with reliable representation in various types of going public transactions, securities related transactions, Securities and Exchange Commission (“SEC”) disclosure and defense and… Read More
FINRA Addresses Confidentiality Provisions In Notice 14-40
Securities Law Blog In FINRA Regulatory Notice 14-40, members are cautioned that it is a violation of FINRA Rule 2010- Standards of Commercial Honor and Principles of Trade- to incorporate confidentiality provisions into settlement agreements where the provisions… Read More
DTC Chill Conspiracy Theories On the Rise
Securities Lawyer 101 Blog The Depository Trust Company (“DTC”) is the only stock depository in the United States. When DTC provides services as the depository for an issuer’s securities, its securities can trade electronically. Without DTC eligibility, it is almost… Read More
FINRA Uses Rule 6490 To Stop Wash, Rinse, Repeat Issuers
Securities Law Blog In late 2009, the Financial Industry Regulatory Authority (“FINRA”) proposed changes to its Rule 6490. Until that time, the Rule had provided merely that the agency review and process certain corporate actions taken by companies not listed… Read More
Investor Relations Firm Employee Michael Lucarelli Indicted
Securities Law Blog On August 26, 2014, the U.S. Attorney’s Office for the Southern District of New York announced charges against Michael Anthony Dupre Lucarelli. Lucarelli is charged with 13 counts of criminal insider trading over his alleged scheme… Read More
New York State Prepares to Regulate Bitcoin By: Brenda Hamilton, Attorney
Securities Lawyer 101.com The New York State Department of Financial Services (NYDFS) has stated that it will consider proposals for a regulated virtual currency exchange to better protect consumers and prevent money-laundering. Cryptocurrencies like Bitcoin continue to grow… Read More
Corporate Hijackings & The Assault On Small Companies
Securities Lawyer 101 Blog Corporate hijackings, also known as corporate identity theft, of public shell companies has been around for more than a decade. It is a growing method used by fraudsters to acquire control of publicly traded shell companies to use in reverse… Read More
Reverse Merger Attorneys
Traditionally, private companies become publicly traded by registering an offering under the Securities Act of 1933, as amended. Reverse Mergers involve backdoor going public transactions that are often plagued with bad actors. Where public shell is used, reverse… Read More
