Regulation A Form 1-A Offering Circular Disclosures – Going Public Lawyers
Regulation A Form 1-A Offering Statements require line item disclosure of information about the issuer and the offering. Form 1-A is subject to a full review by the SEC.
Restricted Legends, Removal Requirements, Rule 144 for Shells – Tradability Legal Opinions
The Securities Act of 1933, as amended (the “Securities Act”) does not require that issuers place restricted legend (“Restricted Legends” or “Restrictive Legend“) on certificates representing restricted securities. It has become routine for public companies and private companies seeking… Read More
Can Finders Raise Money Q & A – Going Public Lawyers
Posted By Brenda Hamilton, Securities Lawyer It is not unusual for a private or public company to be approached by a person (“Finder”) who offers to locate investors in exchange for a success fee. Most finders are not registered as… Read More
What is FINRA Rule 6490? Going Public Lawyers
Though FINRA’s principal mandate is to regulate broker-dealers, historically it has always exercised some oversight of the over-the-counter markets. Part of that oversight involves processing corporate action requests from issuers of equity and debt securities not listed on national… Read More
The Distinction Between Equity Crowdfunding and Rule 506 Accredited Crowdfunding
The JOBS Act’s new rules permitting general solicitation and advertising in Rule 506 private placements became effective on September 23, and there is still some confusion about the difference between equity crowdfunding and general solicitation and advertising in… Read More
SEC Files Charges Core Performance Management LLC, RMR Asset Management Co in Municipal Bond “Flipping” and Kickback Schemes
The Securities and Exchange Commission charged two firms and 18 individuals in a scheme to improperly divert new issue municipal bonds to broker-dealers at the expense of retail investors. According to the SEC’s complaint, the defendants – known in… Read More
JH Darbie Charged in Calissio Resources Scam – Securities Lawyer 101
On March 27, 2018, the Securities and Exchange Commission (SEC) announced a settled administrative proceeding against broker-dealer J.H. Darbie & Co., Inc., and Robert Y. Rabinowitz, Darbie’s majority owner and CEO. On its surface, the suit… Read More
Electronic Transaction Clearing -ETC- Charged With Repeatedly Putting Customer Assets At Risk
On March 19th the Securities and Exchange Commission announced that Electronic Transaction Clearing (ETC), a registered broker-dealer headquartered in Los Angeles, has agreed to settle charges that it illegally placed more than $25 million of customers’ securities at risk… Read More
Operation Bermuda Short In Retrospect
Many penny stocks have bad histories, or are associated with questionable players. Only last December, convicted felon Edward Durante was civilly and criminally charged in a securities fraud and manipulation scheme he’d embarked upon immediately after leaving prison… Read More
Court Finds Leon Parvizian and His Two Companies Liable on All Counts for Oil and Gas Fraud
The Securities and Exchange Commission (SEC) announced on March 24, 2016 that a federal court in Texas found promoters of fraudulent oil and gas investments liable all counts. The Honorable Ed Kinkeade of the United States District Judge for… Read More
Keeping A Close Watch On Equity Crowdfunding
With equity crowdfunding now legal, we can expect to see the Securities & Exchange Commission (“SEC”) keeping a close watch for unregistered broker dealers and funding portals. In an administrative proceeding a few weeks ago, the SEC ordered… Read More
Oil and Gas Company and Boiler Room Operator Charged
The Securities and Exchange Commission (SEC) announced on October 1, 2015 fraud charges against an Orange County, Calif. oil and gas company, its CEO, and an Arizona-based boiler room operator. The SEC claims Commodore Financial Corporation, CEO Christopher Schlegel,… Read More
FINRA’s Disclosure Requirements In EB-5 Offerings
FINRA Rule 2040 became effective late last month and has the potential to provide increased transparency in EB-5 Offerings. Rule 2040 requires broker-dealers who sell securities in EB-5 offerings to disclose finder’s fees paid to non-registered foreign persons and receive… Read More
Steven Palladino Pleads Guilty to Criminal Contempt for Violating SEC Orders
On May 14, 2015, the Securities and Exchange Commission (SEC) announced that, Steven Palladino pled guilty to 25 counts of criminal contempt charged by the United States Attorney’s Office for the District of Massachusetts based on his repeated… Read More
SEC Issues Trading Suspensions of 25 Issuers
On April 10, 2015, the Securities and Exchange Commission (“SEC”) announced the temporary suspension of trading in the securities of the following issuers, commencing at 9:30 a.m. EDT on April 10, 2015, and terminating at 11:59 p.m. EDT… Read More
Big Apple Consulting, Mark Jablon and Mark Kaley Lose Appeal
On April 9, 2015, the U.S. Court of Appeals for the Eleventh Circuit upheld a lower court’s ruling in the U.S. Securities and Exchange Commission v. Big Apple Consulting USA Inc., MJMM Investments, LLC, Marc Jablon and Mark… Read More
SEC Charges Vadda Energy Corporation With Oil And Gas Fraud
On April 10, 2015, the Securities and Exchange Commission (“SEC”) charged Mieka Energy Corporation, and its founder and president Daro Ray Blankenship, with fraudulently offering oil and gas investments. Two of Mieka’s salesmen, Robert William Myers, Jr. and… Read More
SEC Issues Trading Suspension of eCareer Common Shares
On April 8, 2014, the Securities and Exchange Commission (“SEC”) announced the temporary trading suspension of eCareer Holdings, Inc. of Boca Raton Florida. The trading suspension was issued pursuant to Section 12(k) of the Securities Exchange Act of… Read More
SEC Subpoenas 101 – Securities Attorneys
Receiving a Securities and Exchange Commission (“SEC”) subpoena is a new and uncomfortable experience for most market participants. A SEC subpoena is an indication that the Division of Enforcement is investigating potential violations of the federal securities laws. SEC subpoenas… 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
Caledonian Securities & Caledonian Bank Seized by Cayman Officials
Posted by Brenda Hamilton, Securities and Going Public Lawyer Following an action by the Securities and Exchange Commission (SEC) last week and an asset freeze order, the Cayman Islands Monetary Authority has taken control of Caledonian Bank and Caledonian… Read More
SEC Charges Oppenheimer For Penny Stock Sales
Last week, the Securities and Exchange Commission (“SEC”) announced charges against Oppenheimer & Co. for violations of federal securities laws for improperly selling penny stocks in unregistered offerings on behalf of customers. Oppenheimer agreed to admit wrongdoing and pay $10 million to… Read More
Do I Have to Disclose Payments To a Finder?
Companies seeking capital are frequently approached by intermediaries who offer to locate investors in exchange for a fee. Most intermediaries also known as “finders” are not registered as broker-dealers with the Securities and Exchange Commission (the “SEC”). These… 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
Why The Rules That Apply To Transfer Agents Are Passé
On December 17, 2014, Luis A. Aguilar released a public statement about why the rules surrounding transfer agents should be updated and modernized. [1] Unfortunately, the rules governing transfer agents were adopted in the 70’s and 80’s and have… Read More
SEC Sanctions Bitcoin Stock Exchange Operator
On December 8, 2014, the Securities and Exchange Commission (the “SEC”) announced sanctions against a computer programmer for operating two online venues that traded securities using virtual currencies Bitcoin or Litecoin without being registered as broker-dealers or… Read More
The SEC Pursues Shell Packer, Joseph Meuse
Securities Law Blog On November 25, 2014, the Securities & Exchange Commission (“SEC”) announced administrative proceedings against Joseph Meuse pursuant to Section 15(b) of the Securities Exchange Act of 1934 (“Exchange Act”). According to the SEC, from April… Read More
