Reverse Mergers & Corporate Hijackings Corporate hijacking, also known as corporate identity theft, of public shell companies has been around for more than a decade. Corporate hijacking is a growing method used by fraudsters to acquire control of publicly traded shell companies…. Read More
Category: Tags: corporate hijacking, Direct Public Offering, Direct Public Offering Attorney, Direct Public Offering Attorneys, Direct Public Offering Lawyer, Direct Public Offering Lawyers, Form S-1, Form S-1 Attorney, Form S-1 Attorneys, Form S-1 Capital, Form S-1 Capital Raise, Form S-1 Law Firm, Form S-1 Law Firms, Form S-1 Lawyer, Form S-1 lawyers, Form S-1 Offering, Form S-1 Prospectus, 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, fraud, Go Public, Go Public Attorney, Go Public Lawyer, Going Public, Going Public Attorneys, Going Public Lawyer, Going Public Lawyers, Reverse Merger Attorney, Reverse Merger Attorneys, Reverse Merger Due Diligence, Reverse Merger Lawyer, Reverse Merger Lawyers, Reverse Merger Transaction, Shell Company
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 (the “Securities Act”). Form S-8 is available to register securities offered to employees… Read More
Securities Lawyer 101 Blog One way for private companies to go public is through a Reverse Merger (“Reverse Merger”) with a public shell company. Securities regulators tend to look askance at Reverse Mergers, fearing they may be used as vehicles… Read More
Category: Blog Posts Tags: 15c-211, Alternative Reporting Standards, Bad Actor, 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, stock scheme, Transfer Agent, Unregistered broker-dealer, US GAAP
Securities Lawyer 101 Blog Q. What is The Depository Trust Company (DTC)? A. It is the only stock depository in the United States. Q. How do public companies obtain DTC eligibility? A. Issuers must satisfy specific criteria established… Read More
Securities Lawyer 101 Blog Corporate hijackings, also known as corporate identity theft, of public shell companies have been a problem for more than a decade. Hijackings are increasingly used by fraudsters to acquire control of publicly traded shell… Read More
Securities Lawyer 101 Blog Getting Listed on the OTC Pink Sheets Many companies going public for the first time are opting for the OTCMarkets OTC Pink
Going Public transactions involving reverse mergers involve unique risks and expansive disclosures. Hamilton and Associates has extensive experience in reverse merger due diligence and transactions. Traditionally, private companies become publicly traded by registering an offering under the Securities Act… Read More
Category: Tags: Direct Public Offering, Direct Public Offering Attorney, Direct Public Offering Attorneys, Direct Public Offering Lawyer, Direct Public Offering Lawyers, Form S-1, Form S-1 Attorney, Form S-1 Attorneys, Form S-1 Capital, Form S-1 Capital Raise, Form S-1 Law Firm, Form S-1 Law Firms, Form S-1 Lawyer, Form S-1 lawyers, Form S-1 Offering, Form S-1 Prospectus, 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 Attorneys, Going Public Lawyer, Going Public Lawyers, Regulation S-K, Reverse Merger Attorney, Reverse Merger Attorneys, Reverse Merger Due Diligence, Reverse Merger Lawyer, Reverse Merger Lawyers, Reverse Merger Transaction
Securities Lawyer 101 Blog A Wells Notice is sent to subjects of a Securities and Exchange Commission (“SEC”) investigation when Enforcement staff has substantially completed its investigation and intends to recommend that an enforcement be pursued. Under SEC… Read More
Q. What is The Depository Trust Company (DTC)? A. DTC is the only stock depository in the United States. Q. Why is DTC so important to public companies? A. When DTC provides services as the depository for… Read More
Corporate hijackings, also known as corporate identity theft, of public shell companies has been around for more than two decades. It is a growing method used by fraudsters to acquire control of publicly traded shell companies to use in reverse merger transactions involving… Read More
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 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
Traditionally, private companies become publicly traded filing a registration statement under the Securities Act of 1933, as amended. Another established method for private companies go public is through a Reverse Merger (“Reverse Merger”) with a public shell company…. Read More
Category: Tags: corporate hijacking, Direct Public Offering, Direct Public Offering Attorney, Direct Public Offering Attorneys, Direct Public Offering Lawyer, Direct Public Offering Lawyers, Form S-1, Form S-1 Attorney, Form S-1 Attorneys, Form S-1 Capital, Form S-1 Capital Raise, Form S-1 Law Firm, Form S-1 Law Firms, Form S-1 Lawyer, Form S-1 lawyers, Form S-1 Offering, Form S-1 Prospectus, 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, fraud, Go Public, Go Public Attorney, Go Public Lawyer, Going Public, Going Public Attorneys, Going Public Lawyer, Going Public Lawyers, Reverse Merger Attorney, Reverse Merger Attorneys, Reverse Merger Due Diligence, Reverse Merger Lawyer, Reverse Merger Lawyers, Reverse Merger Transaction, Shell Company
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 risk in the clearance and settlement… Read More
Corporate hijackings, also known as corporate identity theft, of public shell companies have 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 merger transactions involving… Read More
OTC Markets attorneys can help the issuer list on one of the several tiers of the OTC Markets Group, Inc. (“OTC Markets”). The OTC Markets Group is a private company that operates an electronic inter-dealer quotation system that displays… Read More
Ross Mandell, a former broker and the owner of Sky Capital LLC and Sky Capital Holdings Ltd. was released from federal home confinement in early January of this year. He isn’t letting grass grow under his feet: he… Read More
Category: Blog Posts Tags: 2255 motion, 60b, Adam Harrington, appeal, doj, fbi, foia, jeffrey hoffman, Judge Otazo-Reyes, Judge Paul Crotty, Paul Crotty, podcast, public speaking, ross mandell, rossmandell.com, SEC, Sky Capital Holdings Ltd, Sky Capital LLC, steve altman, US Attorney
We’ve often written about “toxic” promissory notes or preferred stock and the unregistered dealers who purchase them. These dealers are not the broker-dealers ordinary retail investors have accounts with. They are individuals with companies of their own that… Read More
Category: Blog Posts Tags: Awesome Penny Stocks, Bergio International Inc, BRGO, broker-dealer, Convertible Notes, Dilution, Dilution Funder, events of default, Expert Market, Form 211, Form 8-K, Grey Market, Ibrahim Almagarby, Joshua Sason, Lustros Inc, Magna Group, Microcap Equity Group LLC, microchips, naked shorting, nasdaq, Nasdaq Capital Market, NewLead Holdings Ltd, Operation Bermuda Short, OTC issuers, OTC Markets, Penny stocks, Pierre Hillion, preferred stock, promissory notes, Reg SHO, revere split, Rule 144, Sandy Winick, SEC, Securities and Exchange Commission, Short Sellers, Short Selling, Theo Vermaelen, Tippy Inc, Toxic Funders, toxic notes, unregistered dealers, Vis Vires Group Inc, Zachary T Knepper
Short selling, the practice of betting a stock will go down, not up, has been controversial since it was invented more than 400 years ago in the Netherlands. In the early 1600s, there was only one stock in… Read More
Category: Blog Posts Tags: Citron Research, Dutch East India Company, Hindenburg Research, Isaac le Maire, Lehman Brothers. SEC Chair, Muddy Waters, Naked Short, Sabby Management, SEC Action, SEC enforcement, Seeking Alpha, Short and Distort, Short Sale, Short Seller, Short Selling, short trade, Tingo Group
On December 4, 2023, Swiss private bank Banque Pictet et Cie SA admitted to conspiring with U.S. taxpayers and others to hide more than $5.6 billion in 1,637 secret bank accounts in Switzerland and elsewhere and to conceal… Read More
Category: Blog Posts Tags: Banque Pictet et Cie SA, deferred prosecution, fraud, Internal revenue service, IRS, Money Laundering, offshore accounts, settlement, Swiss Bank, tax evasion, tax fraud, The Pictet Group
In the past three years, some important changes have occurred to how “penny stocks” or “microcaps” trade and are regulated. By the early 2000s, they’d moved from the obscurity of the National Quotation Bureau’s Pink Sheets to a… Read More
Category: Blog Posts Tags: AMC, AMC Entertainment Holdings, APES, APS, Awesome Penny Stock, CMKM Diamonds Inc, CMKX, compliance, Cromwell Coulson, delisting, Dilution, dormant shells, E-Trade, Eric Van Nguyen, Expert Market, Fidelity, FINRA, GameStop, GME, Grey Market, initial public offering, IPOs, John Babikian, low floats, Market-adjustable securities, meme stocks, microcaps, nasdaq, nyse, OTC Link, OTC Markets Group, OTCBB, Penny stocks, pink sheets, preferred stock, promissory notes, ramp-and-dump, Reddit, reverse split, Rule 15c211, SEC, Securities Attorney, Shell, shell hijacking, shell peddler, stock manipulation, Stock Promotion, TD Ameritrade, warrants
Just about everybody knows what a “pump-and-dump” scheme is. It’s a type of price manipulation where bad actors use falsified, heavily promoted news, financial statements or other marketing communications to increase volume and manipulate the market price of… Read More
Category: Blog Posts Tags: bad actors, China, Financial Industry Regulatory Authority, FINRA, foreign Issuers, IPO, price manipulation, pump and dump, ramp-and-dump, scam, 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 Subpoena, SEC Suit, Securities Attorney, Securities Fraud, Securities Law Defense, small-cap, Social Media, stock scheme
On May 18, 2023, Mark Miller became the last of three men to be sentenced for a securities fraud scheme that involved hijacking several abandoned penny stocks, then using them for an illegal pump-and-dump stock manipulation scheme. Miller… Read More
Category: Blog Posts Tags: Alan Masley, BBDA, Bebida Beverage Company, Bell Buckle Holdings, BLLB, Breezy Point, Cann American Corp, Capitol Capital Corporation, Christopher James Rajkaran, Christopher Rajkaran, CNNA, David Goulding, DIGI, Digitiliti Inc, ECMH, Encompass Holdings, fraud, Gary Kouletas, GBEN, Global Resource Energy Inc, Howard Salamon, IGEX, Indictment, Indo Global Exchanges Ptd Ltd, Jason Black, Jason Tucker, Jesus Cipriano, John O'Shea, lawsuit, LEAS, Mark Allen Miller, Mark Miller, Market Cap Concepts LLC, MarketCap, Marketing Worldwide Inc, MEDH, Medx Holdings Inc, Minnesota, MWWC, New World Gold Corp, NWGC, PAG Group LLC, Penny stocks, pump and dump, Robyn Goulding, Saeid Jaberian, SAPX, Securities Attorney, Seven Arts Entertainment Inc, Simulate Environment Concepts, SMEV, stock manipulation, Strategic Asset Leasing Inc, Tiger Trout Capital LLC, UITA, Utilicraft Aerospace Industries, Via Capital
On Thursday, April 20, 2023, Damian Williams, the United States Attorney for the Southern District of New York, Michael J. Driscoll, the Assistant Director in Charge of the New York Field Office of the Federal Bureau of Investigation… Read More
Category: Blog Posts Tags: arrest, attorney, disbarred attorney, Dominion Bank, Dominion Bank and Trust Company, fake loans, fbi, Federal Bureau of Investigation, felon, fraud, fraud scheme, Gerald Shaw, Indictment, Jerry Shaw, Office of Homeland Security, SBLC, scam, 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 Subpoena, SEC Suit, Securities Fraud, Securities Law Defense, Southern District of New York, stock scheme, United States Attorney
Charles McGonigal, a former top counterintelligence official in the FBI’s New York Field Office, who retired from the FBI in 2018, has been arrested and charged in two separate cases involving his dealings with foreign operatives, including billionaire… Read More
Category: Blog Posts Tags: Albania, Charles McGonigal, conspiracy, counterintelligence, counterintelligence official, Criminal Indictment, dark web, Donald Trump, fbi, Indictment, Money Laundering, Mueller Report, Oleg Deripaska, Oligarch, Paul Manafort, Robert Mueller, RUAL.MM, Rusal, Russia, Sergey Shestakov, Shell Companies, spy, traitor, Trump-Russia investigation, US Sanctions, Vladimir Putin
A week before the 2022 midterm elections, the ranking members of four important committees of the House of Representatives composed and jointly signed a letter to Gary Gensler, Chair of the Securities and Exchange Commission, demanding answers to… Read More
Category: Blog Posts Tags: Bill Huizenga, broker-dealer, CFTC, Commodity Futures Trading Commission, congress, crypto, Cryptocurrencies, defi, Elad Roisman, FTX, Gary Gensler, Hester Peirce, House, House of Representatives, James Comer, Jim Jordan, Pat Toomey, Patrick McHenry, Republicans, securities, Securities and Exchange Commission, Subcommittee on Oversight and Investigations of the Committee on Financial Services, Tom Emmer
By now, most people have heard about the epic collapse of FTX. The crypto exchange founded by Sam Bankman-Fried (“SBF”) was once the 3rd largest crypto exchange, with an estimated valuation of $32 billion, and is now in… Read More
Category: Blog Posts Tags: Alameda, Alameda Research, backdoor, Bankruptcy, Binance, Bloomberg, Changpeng Zhao, Chapter 11, class action, Coindesk, crypto, CZ, David Ortiz, Department of Justice, DJ Khaled, doj, Edwin Garrison, Enron, Floyd Mayweather, FTC, FTT, FTX, FTX Platform, Gisele Bundchen, Golden State Warriors, hack, John J Ray III, Kevin O'Leary, Kim Kardashian, Larry David, Lawrence Gene David, Miami Heat, MSN, Naomi Osaka, OKX, ponzi scheme, Ryne Miller, Sam Bankman-Fried, SBF, scam, SEC, SEC Action, Securities and Exchange Commission, Shaquille O'Neal, Shohie Ohtani, Stephen Curry, Tether, Tom Brady, Trevor Lawrence, Twitter, Udonis Haslem, unregistered securities, William Trevor Lawrence, WSJ, YBAs
According to various internet reports, Nasdaq Inc has halted the initial public offerings (IPOs) of at least four small Chinese companies while it investigates short-lived stock rallies of other recent Chinese IPOs after going public. Several small Chinese… Read More
Category: Blog Posts Tags: Addentax Group Corp, Amtd Digital Inc, ATXG, China, Chinese IPO, Chinese Stocks, HKD, Initial Public Offerings, IPO, Jianzhi Education Technology Group Company Limited, JZ, Magic Empire Global Ltd, MEGL, nasdaq, Nasdaq Inc, Penny Stock, pre-IPO, pump and dump, stock manipulation
The China Securities Regulatory Commission (CSRC) and U.S. Public Company Accounting Oversight Board (PCAOB) announced Friday that both sides signed an agreement to allow U.S. regulators to inspect the audits of Chinese companies whose stocks are traded on U.S…. Read More
Category: Blog Posts Tags: Aliaba, Alibaba, China Publicly Traded, China Securities Regulatory Commission, Chinese Issuer, CSRC, Foreign Issuer, Foreign Private Issuer, Form F-1 Registration Statement, Form S-1 Offering, Form S-1 Resale, Go Public, Going Public, Going Public Law Firm, HFCAA, nasdaq, NASDAQ stock market, New York Stock Exchange, nyse, PCAOB, SEC Attorney, SEC Lawyer, SEC Reporting, SEC Reporting Obligations, U.S. Public Company Accounting Oversight Board
On March 24, 2022, as an anxious world hoped for positive results from a NATO meeting convened to address the ongoing war in Ukraine, former President Donald Trump sought to redress the harm he believes was done to… Read More
Category: Blog Posts Tags: Alex van der Zwaan, Alfa Bank, Attorney General, Barack Obama, Brian Krebs, COVID, COVID-19, Cristopher Steele, Democrats, doj, Donald Trump, fbi, Fusion GPS, George Papadopoulos, Glenn Simpson, Hillary Clinton, James Comey, Jeff Sessions, John Durham, Konstantin Kilimnik, Latham & Watkins LLP, lawsuit, Liz Harrington, Mar-a-Lago, Michael Sussman, Mueller Investigation, Orbis Ltd, pandemic, Paul Manafort, Perkins Coie, Peter Fritsch, Peter Ticktin, Republicans, Richard Pinedo, Rick Gates, RICO, Robert Durham, Robert Mueller, Rod Rosenstein, Rodney Joffe, Russia, Russiagate, Russian Hoax, Steele Dossier, Sussman case, Trump Organization, Ukraine, US President, Viktor Yanukovych, William Barr, witch hunt
