Thirteen Counts Rejected, Two Questions Presented The petition for a Supreme Court review (writ of certiorari) in Spartan Securities Group, Ltd. v. SEC asks the U.S. Supreme Court to review a decision by the Eleventh Circuit Court of Appeals. In the original trial, the SEC lost 13 out of 14 counts. However, a single surviving […]
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…
Read MoreThe Path from OTC to National Exchange Uplisting from the OTC Markets to Nasdaq or NYSE expands investor access, liquidity, and visibility. It requires detailed preparation, compliance with exchange standards, and governance upgrades. Issuers who completed a DPO or registered on Form 10 often view uplisting as the next strategic milestone. In 2026, the pro…
Read MoreEvery initial public offering (IPO) in the United States relies on a team of financial intermediaries known as underwriters. Underwriters are investment banks that guide private companies through the process of going public, manage the sale of securities, and help ensure compliance with federal securities laws. They perform due diligence, negotiate pricing…
Read MoreForm 10 Shells occupy a unique niche in the U.S. capital markets. These corporations register a class of securities under the Securities Exchange Act of 1934 (“Exchange Act”) by filing Form 10. Crucially, this registration occurs without a concurrent public offering under the Securities Act of 1933. While this process makes a company an SEC-reporting [&helli…
Read MorePractical guidance on Rule 144 legal opinions, restrictive legend removal, and transfer agent processing, including shell company and 144 legal opinion considerations.
Read MoreThe digital transformation of finance has blurred the line between investor communication and viral marketing. In the past decade, social media platforms such as X (formerly Twitter), Reddit, and Stock Twits have become dominant channels for investor sentiment and information flow. Their influence has extended far beyond secondary markets—now shaping initial…
Read MoreThe U.S. Supreme Court has agreed to hear a case that could significantly limit the Securities and Exchange Commission’s (SEC) ability to recover illegal profits. The central question is whether the agency must prove that investors suffered actual financial loss before it can order a wrongdoer to “disgorge” their ill-gotten gains. The Supreme Cou…
Read MoreLearn the 2025 website requirements and best practices for SEC-reporting OTC Markets issuers (OTCQX, OTCQB, OTCID). Ensure compliance with Regulation FD, SEC disclosure rules, and OTC guidelines through a transparent, accessible investor relations website.
Read MoreThis article discusses the risks and consequences of toxic convertible financing, also known as "death spiral financing," for small and emerging companies trading on the OTC Markets. These financings typically involve convertible promissory notes that convert into stock at deep discounts to the market price. The core issue is the floating conversion rate tie…
Read MoreThe document outlines common disclosure deficiencies that lead to OTC Markets suspending or downgrading issuers under Rule 15c2-11, which requires current, publicly available information for broker-dealer quotations. Compliance with OTC Markets’ standards ensures transparency, liquidity, and investor trust, while non-compliance risks suspension or downgrade…
Read MoreThe have intensified enforcement in the OTC Markets. The focus has shifted sharply toward broker-dealer gatekeeper obligations, fraudulent stock promotions, and manipulative trading.
Read MoreIn the age of social media, financial influencers, or “finfluencers,” have become powerful voices in shaping investment decisions. With large followings on platforms like TikTok, Instagram, YouTube, and X, finfluencers offer financial advice, promote investment products, and share trading strategies, often in an engaging, relatable style. While t…
Read MoreWhile going public offers many benefits, it also comes with risks and a large number of regulations with which issuers must become familiar. Despite the risks, the U.S. capital markets remain one of the most attractive sources of financing in the world. Going public is a complicated and intricate procedure. So, it is essential to […]
Read MoreMore and more issuers going public opt for a direct public offering. Unlike an Initial Public Offering (IPO), in a direct public offering, the issuer sells shares of its stock directly to investors rather than through an underwriter. Going public transactions using a direct public offering eliminates the costs and risks associated with a reverse merger trans…
Read MoreCompanies become subject to the SEC’s periodic reporting requirements in several ways, including by filing a registration under the Securities Act of 1933, as amended or pursuant to the Securities Exchange Act of 1934. The SEC's periodic reporting rules require that publicly traded companies disclose a wealth of information to the public. Periodic reporting…
Read MoreProspective For Underwriters & Broker-Dealers: Due Diligence Considerations Unlike traditional Initial Public Offerings (“IPOs”), there is no potential liability for issuers under Section 11 of the Securities Act in connection with Regulation A+ offerings. Sellers in Regulation A+ offerings are potentially liable under Section 12(a)(2) of the Securities…
Read MoreForm S-1 Benefits & Going Public When a company sells shares, the shares must be covered by an effective registration statement or be exempt from the Securities & Exchange Commission’s registration statement requirements. Form S-1 is the most commonly used registration statement form. The form offers issuers flexibility, allowing them to structure th…
Read MoreWhat Is Investor Relations? Investor relations or stock promotion involves disseminating information about a public company to increase its stock price and/or trading volume. The person who publishes this information is sometimes referred to as a “Stock Promoter”, “Investor Relations Provider” or “Stock Tout”. How Do Investor Relations Firms Promote A Stoc…
Read MoreForeign companies going public in the United States must file a registration statement covering a class of securities pursuant to the Securities Exchange Act of 1934, as amended (“Exchange Act”) if the class of securities will be listed on a United States national securities exchange such as NASDAQ. A foreign private issuer must register a […]
Read MoreTier 1 of Regulation A provides an exemption for securities offerings of up to $20 million in a 12-month period, while Tier 2 provides an exemption for securities offerings of up to $75 million in a 12-month period.
Read MoreOn January 6, 2023, the Securities and Exchange Commission (“SEC”) announced charges against five individuals for their roles in a fraudulent scheme to mislead investors about Cool Holdings, Inc., a publicly-traded company (“Cool”). The SEC alleges that, from at least March 2018 through June 2019 (the “Relevant Period”), A…
Read MoreOn May 16, 2022, the Securities and Exchange Commission (the “SEC”) obtained asset freezes and other emergency relief against StraightPath Venture Partners LLC, StraightPath Management LLC, Brian K. Martinsen, Michael A. Castillero, Francine A. Lanaia, and Eric D. Lachow (collectively, the Defendants) to halt ongoing securities violations, includ…
Read MoreToday, July 15, 2021, the Securities and Exchange Commission (the “SEC”) charged the former CEO and CFO of FTE Networks, Inc. (“FTE”), a network infrastructure company formerly based in Naples, Florida, with conducting a multi-year accounting fraud. The alleged scheme involved inflating the company’s revenues for certain periods…
Read MoreOn May 28, 2021, the SEC charged RenovaCare Inc (RCAR) and its controlling shareholder, Harmel S. Rayat, with securities fraud for intentionally concealing Rayat and the company's role in promotional activities, including by drafting and issuing a press release that denied their participation in those activities.
Read MoreThe SEC and Section 17(b) Stock Promotion In the over-the-counter equities market, paid stock promotion has long been of concern to the Securities and Exchange Commission (“SEC”) and to responsible market participants. Recently the OTC Markets has taken an interest in the rules that apply to investor activities and promotion of the issuers on their [&helli…
Read MoreRule 506 of Regulation D of the Securities Act of 1933 provides a private placement exemption from federal securities registration which is increasingly being used by companies seeking to raise capital prior to going public.
Read MorePublicly traded companies with a class of securities registered under Section 12 or subject to Section 15(d) of the Securities Exchange Act of 1934, as amended (“Exchange Act”), are subject to the SEC’s periodic and current reporting requirements of Section 13 or 15(d) of the Securities Exchange Act. The Exchange Act contains ongoing disclosure requir…
Read MoreA federal district court has permanently barred two former corporate officers of a North Carolina-based hygiene and sanitation company from serving as officers or directors of public companies. The SEC charged the two officers of Swisher Hygiene, Inc., Michael J. Kipp, Swisher’s former CFO, and Joanne K. Viard, Swisher’s former Director of Extern…
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