The SEC has announced charges against Vlad Spivnak for insider trading in the stock of American Dental Partners, Inc. (ADPI), a dental practice management company. The complaint alleges that Spivnak received the private information from his girlfriend at the time, Shirmila Doddi, who was a financial analyst at a commercial bank. After acquiring the confident…
Read MoreThe Securities and Exchange Commission (SEC) on October 6, 2015, charged two former top executives at OCZ Technology Group, Inc. for accounting failures at the now-bankrupt seller of computer memory storage and power supply devices. In a complaint filed in the Northern District of California, the SEC states that OCZ’s former CEO Ryan Petersen conducted a sch…
Read MoreThe Securities and Exchange Commission (SEC) announced that it charged two former executives of ContinuityX Solutions, Inc. with fabricating nearly all of the company’s revenue and enriching themselves in the process. Metamora, Illinois-based ContinuityX was a publicly traded company that claimed to sell Internet services to businesses. The company is…
Read MoreThe Securities and Exchange Commission (SEC) on September 28, 2015 charged five Florida residents, including a lawyer and an accountant with insider trading before the acquisition of Pharmasset Inc. by Gilead Sciences Inc. The SEC filed a complaint claiming that attorneys Robert Spallina and Donald Tescher and accountant Steven Rosen illegally traded private…
Read MoreThe Securities and Exchange Commission (SEC) announced on September 28, 2015 that Trinity Capital Corporation and its wholly-owned subsidiary, Los Alamos National Bank, have agreed to pay $1.5 million to settle accounting fraud charges. An SEC investigation found that Trinity materially misstated its provision for loan losses and its allowance for loan and l…
Read MoreOn September 24, 2015 the Securities and Exchange Commission (SEC) charged six men, including a father and three sons, with securities fraud associated with Gerova Financial Group Ltd., whose shares once traded on the New York Stock Exchange. In a parallel action, the U.S. Attorney’s Office for the Southern District of New York announced criminal charges aga…
Read MoreOn September 8, 2015, Judge Alvin Thompson of the U.S. District Court for the District of Connecticut entered a judgment against Joseph Apuzzo, former Chief Financial Officer of Terex Corporation. Apuzzo consented, without admitting or denying the allegations in the SEC’s complaint, to be permanently enjoined from violation of Sections 10(b) and 13(b)(…
Read MoreOn September 23, 2015, the Securities and Exchange Commission (SEC) charged a consultant and his friend with insider trading in the options of P.F. Chang’s China Bistro based on nonpublic information about an impending acquisition offer. The SEC claims that Richard G. Condon, a consultant to Panda Restaurant Group, tipped Jonathan Ross with confidentia…
Read MoreOn August 25th, 2015, the Securities and Exchange Commission (SEC) charged a former investment bank analyst with illegally tipping his close friend with confidential information about clients involved in impending mergers and acquisitions of technology companies. The SEC also charged his friend and another individual with insider trading. The SEC alleges tha…
Read MoreOn June 4, 2015, the Securities and Exchange Commission (SEC) announced an emergency asset freeze of two U.S. brokerage accounts connected to schemes to manipulate the securities of Avon and other stocks, thwarting any ability for fraudsters to cash in on ill-gotten proceeds. According to the SEC complaint, it tracked a filing made on its EDGAR system about…
Read MoreOn 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 Stephen Romo, were charged with acting as unregistered brokers. The SEC action also charged Mie…
Read MoreOn March 6, 2015, the Securities and Exchange Commission (“SEC”) announced that the United States District Court of New Jersey entered a judgment against Michael M. Cohen. Cohen received a lifetime officer-director bar, lifetime penny stock bar and an injunction prohibiting him from violating certain provisions of the federal securities laws. The Dist…
Read MoreOn December 17, 2014, the Securities and Exchange Commission (the “SEC”) announced settled charges against Joseph Saranello who participated in a pump-and-dump scheme involving the stock of Rudy Nutrition. The SEC previously charged thirteen other individuals in the District of Nevada for engaging in this scheme to manipulate the stock of Rudy Nutrition tha…
Read MoreSecurities Law Blog On December 3, 2014, the Securities and Exchange Commission (the “SEC”) announced securities fraud charges against Laurie Bebo and John Buono two executives at an assisted living facility accused of listing fake occupants to meet the requirements to operate the facilities. The SEC Enforcement Division alleges that then-CEO Laurie Bebo and…
Read MoreSecurities Lawyer 101 Blog A “convertible security” is often structured as a bond, note, preferred stock, or a wraparound agreement that results in the conversion of the debt obligation into common stock. The holder of the convertible security or the company may have the ability to determine when the holder of a convertible security must convert…
Read MoreSecurities Lawyer 101 Blog On July 31, 2014, the Securities and Exchange Commission (the “SEC”) announced charges against Marc Sherman, the CEO and Edward Cummings, the CFO of a Florida-based computer equipment company for misrepresenting to external auditors and the investing public the state of its internal controls over financial reporting. Th…
Read MorePosted by Securities Lawyer 101 Blog On July 16, 2014, the Securities and Exchange Commission announced SEC charges against James E. Cohen and Joseph Corazzi who secretly controlled Natural Blue Resources including the operational and management decisions of the company while calling themselves outside “consultants.”
Read MoreSecurities Lawyer 101 Blog On June 11, 2014, the Securities and Exchange Commission (the “SEC”) announced that it had reinstated Richard Hylland, CPA to practice before the SEC. On July 16, 2007, Richard Hylland, CPA (“Hylland”) was suspended from appearing or practicing before the Commission as an accountant as a result of settled public adminis…
Read MoreSecurities Lawyer 101 Blog On May 27, 2014, the Securities and Exchange Commission (“SEC”) announced accounting fraud charges against a Dallas-based company and its former chief financial officer for manipulating its inventory accounts. The SEC alleges that John Benson made repeated false accounting entries that materially inflated the value of…
Read MoreSecurities Lawyer 101 Blog On May 28, 2014, the SEC announced fraud charges and an emergency asset freeze against IST Shareholder Services, a transfer agent and its owner, Robert Pearson whose misappropriation scheme was discovered during an SEC examination.
Read MoreSecurities Lawyer 101 Blog On May 24, 2014, the Securities and Exchange Commission announced the latest in a series of cases against microcap companies, officers, and promoters arising out of a joint law enforcement investigation to unearth penny stock schemes with roots in South Florida. In complaints filed in federal court in Miami, the SEC charged [&helli…
Read MoreSecurities Lawyer 101 Blog Unlike securities listed on stock exchanges such as NASDAQ or the NYSE, securities may trade through the OTC Markets interdealer quotation system whether they are a Securities and Exchange Commission (“SEC”) reporting issuer or not. There are three reporting standards for companies quoted by OTC Markets which vary depen…
Read MoreSecurities Lawyer 101 Blog On January 31, 2014, the Securities and Exchange Commission charged two Florida college professors with perpetrating a complex naked short selling scheme for more than $400,000 in illicit profits.
Read MoreSecurities Lawyer 101 Blog Continuing its crackdown on violators of insider trading laws, on September 20, 2013 the Securities and Exchange Commission (“SEC”) charged Tibor Klein, president of Klein Financial Services, with illegal insider trading in his own and client accounts based on non-public information in advance of a major merger announcement. Also…
Read MoreSecurities Law 101 Blog Securities listed on stock exchanges such as NASDAQ or the NYSE, securities may trade through the OTC Markets interdealer quotation system whether they are Securities and Exchange Commission (“SEC”) reporting issuer or not. There are three reporting tiers for companies quoted by OTC Markets. The reporting tiers are based…
Read MoreSecurities Lawyer 101 Blog On January 3, 2013, OTC Markets revised its disclosure requirements for issuers quoted on OTC Markets’ “OTC Pink Current Information” tier. As set forth in our January 4, 2013 blog post, these revisions reduced the filing deadline for reporting a laundry list of corporate events but eliminated the obligations of issuers…
Read MoreSecurities Lawyer 101 Blog On January 3, 2013, the OTC Markets revised its disclosure requirements for issuers quoted with an OTC Markets “OTC Pink Current” tier. These revisions increase current events disclosures for a laundry list of corporate events but reduce the obligations of issuers to provide quarterly legal opinion letters from their se…
Read MoreSecurities Lawyer 101 Blog On November 15, 2012, the Securities and Exchange Commission charged BP p.l.c. with misleading investors by significantly understating the flow rate while its Deepwater Horizon oil rig was gushing into the Gulf of Mexico in 2010. The company did so in multiple reports filed with the SEC. The SEC alleges that the global oil and [&h…
Read MoreNasdaq Uplisting Requirements, Undisclosed Lockups, Manufactured Public Float, Matched Trading and Misleading Listing Applications An uplisting from the OTC Markets to the Nasdaq Capital Market can transform a small public company, but the Nasdaq uplisting process creates serious securities-law risks when an issuer tries to manufacture the stock price, publi…
Read MoreBy Securities Lawyer 101 | Securities Lawyers Gone Wild The latest SEC insider trading complaint has many familiar ingredients: confidential merger information, out-of-the-money call options, friends and relatives, alleged kickbacks, and a group chat that appears to have missed the lecture on discoverability. It also has a few less common ingredients, includ…
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