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

Risk Alert – Penny Stock Deposits | Hamilton & Associates

On September 9, 2014, the Securities and Exchange Commission (the “SEC”) published a Risk Alert concerning the obligations of broker-dealers who engage in unregistered penny stock transactions on behalf of their customers.  The SEC publication of the staff… 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

SEC Charges E*TRADE Subsidiaries With Improperly Selling Penny Stocks

Securities Lawyer 101 Blog On October 9, 2014, the Securities and Exchange Commission (the “SEC”) announced an enforcement action against current and former brokerage subsidiaries of E*TRADE Financial Corporation. According to the SEC charges, E*Trade improperly engaged in… 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 Laws That Apply to Finders l Securities Lawyer 101

Securities Lawyer 101 Blog Companies seeking capital are frequently approached by finders who offer to locate investors in exchange for a fee.  This is particularly true in going public transactions. Most finders are not registered as broker-dealers with… Read More

What is a Finder?

Securities Lawyer 101 Blog It is not unusual for a private or public company to be approached by person (“Finder”) who offers to locate investors in exchange for a fee.  Most finders are not registered as broker-dealers with the Securities… Read More

SEC Suspends Hi Score and OLIE After Janice Shell Research Report

Securities Lawyer 101 Blog On January 27, 2014, the Securities and Exchange Commission (the “SEC”) announced the temporary suspension, pursuant to Section 12(k) of the Securities Exchange Act of 1934 (the “Exchange Act”), of trading in the securities… Read More

FINRA Develops System To Red Flag Customer Accounts

Securities Lawyer 101 Blog The Financial Industry Regulatory Authority is seeking comments about its Comprehensive Automatic Risk Data System (CARDS) that would allow it to generate information about customer accounts at broker-dealers to identify “red flags” involving business… Read More

SEC Seeks Comment On DTC Proposals

Securities Lawyer 101 Blog On December 18, 2013, the SEC published a notice to solicit comments concerning The Depository Trust Company’s (“DTC”) proposals to specify procedures for securities deposited at DTC for book entry services when it imposes… Read More

What is Depository Trust Company?

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

Why Do I Have To Hire a Transfer Agent When Going Public? – Going Public Lawyers

Transfer agents play a key role in the going public process.  Transfer agents are the record keeper for a company’s securities. Share ownership is reflected on the issuer’s shareholder list. Transfer agents issue and cancel certificates to reflect changes in… Read More

Ask Securities Lawyer 101 l Rule 504 Q & A

Q. How Much Money Can I Raise In A Rule 504 Offering? A. The aggregate amount raised for an offering of securities under Rule 504 cannot exceed $1,000,000, less the aggregate offering price for all securities sold within… Read More

Ask Securities Lawyer 101 l Financial Intermediaries

Securities Lawyer 101 Blog It is not unusual for a private or public company to be approached by financial intermediary (“Intermediary”) that offers to locate investors in exchange for a fee.  Most Intermediaries are not registered as broker-dealers with the Securities and… Read More

DTC Eligibility Question & Answer – Going Public Attorney

  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

Can I Accept Money From Finders?

Companies seeking capital are frequently approached by finders who offer to find investors in exchange for a percentage of funds raised. Most finders are not registered as broker-dealers with the Securities and Exchange Commission (the “SEC”). The possibility of… Read More

Investor Relations 101 l Securities Lawyer 101 Blog

Securities Lawyer 101 Blog Investor relations or stock promotion involves the dissemination of information about a public company to increase its stock price and trading

DTC Chills & Global Locks l Securities Lawyer 101

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… Read More

Rule 504 l OTC Pink Offerings

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

Rule 504 l OTC Pink Checklist

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

Rule 504 Q & A l Securities Lawyer 101

What Is Rule 504? Rule 504 of Regulation D is an exemption from the registration requirements of the Securities Act of 1933, as amended (the “1933 Act”) for certain companies when they offer and sell securities. How Much… Read More

Investor Relations 101

Investor relations also known as stock promotion involves the publication of information about a public company to increase its stock price and trading volume. The person who publishes this information  is sometimes referred to as a “Stock Promoter”.  Stock Promoters use… Read More

What Is a Transfer Agent ? Going Public Lawyers

Securities Lawyer 101 Blog A shareholder of any company can own securities and transfer the ownership of those securities. Their ownership is reflected on the issuer’s shareholder list. A transfer agent’s role is to issue and cancel certificates to reflect… Read More