Accredited Investor Verification – Accredited Crowdfunding Under Rule 506(c) Accredited investor verification is a critical part of the Rule 506(c) also known as the Accredited Crowdfunding exemption. Rule 506(c) of Regulation D of the Securities Act of 1933, as amended allows issuers to engage in general solicitation and advertising of their exempt of…
Read MoreRule 506 and Regulation A provide smaller companies with a flexible alternative to raising capital and going public in connection with direct public offering (DPO) and/or traditional initial public offering (IPO).
Read MoreIssuers utilizing Regulation A+ are permitted to “test the waters” with potential purchaser and use solicitation materials both before and after the offering statement is filed, subject to compliance with SEC rules on filing and disclaimers. Using Regulation A+, issuers can advertise the offering opportunity to solicit interests before spending hundreds of…
Read MoreCorporate hijackings, also known as corporate identity theft, of public shell companies has been around for more than a decade. Corporate hijackings often involve fraudulent state custodianship and/or receivership proceedings disguised to appear legitimate.
Read MoreThe Regulation A + offering integration rules prevent companies from improperly avoiding the SEC’s registration statement requirements by dividing a single securities offering into multiple securities offerings to take advantage of exemptions that would not be available for the combined offerings. Regulation A+ contains integration safe harbor provisions. U…
Read MoreBenefits of Regulation A+ Amendments On December 19, 2018, the Securities and Exchange Commission (the “SEC”) adopted amendments to Regulation A informally referred to as Regulation A+. The amendment allows companies that are subject to SEC reporting requirements under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Securities Ex…
Read MoreIssuers can advertise their securities offerings under Rule 506(c) of Regulation D. Upon its implementation in 2013, Rule 506(c) removed the 80-year prohibition against the general solicitation and advertising of private placements.
Read MoreRule 506(c) of Regulation D. Rule 506(c) removes the 80-year prohibition against the general solicitation and advertising of private placements.
Read MoreAccording to CNBC, the FDA has slammed vaping company Juul for illegal marketing practices and is threatening fines and seizures against the company. Juul has been claiming that its vapes/e-cigarettes are healthy alternatives to cigarettes, but it turns out that might not be the case. Acting FDA Commissioner Ned Sharpless, M.D. said in a statement […]
Read MoreMartin Shkreli, who gained infamy in 2015 for buying the drug Daraprim, an antiparasite that costs pennies to make, and raising its price to $750 per pill, then later doing all sorts of crazy things, is back at it again, this time from prison. According to CNBC, Shkreli “filed suit in federal court in Brooklyn […]
Read MoreS-1 Filing Requirements, Filing Form S-1, S-1 Offering, S-1 Lawyers - The process of going public using Form S-1 must be structured properly to be successful. Form S-1 is one of the most common forms used to register securities.
Read MoreRegulation 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.
Read MoreOn February 5, 2019, the SEC obtained a final judgment against a New York-based broker, Robert DePalo who was charged with orchestrating a $6.5 million offering fraud. In May 2015, the SEC charged Robert DePalo with defrauding over twenty investors by misrepresenting the value of their investments and use of their funds, including by sending the first [&hell…
Read MoreThe SEC filed on March 28, 2019 charges against the former Chief Operating Officer (COO), Richard Diver of a Commission-registered investment adviser for aiding and abetting the advisory firm’s actions to overbill its clients as part of a fraudulent scheme to improperly inflate his own pay. According to the SEC’s complaint, between 2011 and Decem…
Read MoreOn February 19, 2019, the SEC posted a new proposed rule intended to make it possible for all issuers to “test the waters” when contemplating a public offering of securities. Until now, only issuers considered emerging growth companies (EGCs) under the JOBS Act of 2012 qualified to solicit investor interest prior to a registered public […]
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…
Read MoreGoing public transactions have been plagued by promoters and shady lawyers selling hijacked dormant issuers for reverse merger transactions. Unsuspecting private companies seeking to go public have become victims of this decade long crime spree.
Read MoreOn November 19, 2018, a U.S. District Court for the Central District of California entered final judgments on consent against defendants Edward and Jean Chen, husband and wife, and five entity defendants who had been charged with defrauding Chinese investors in connection with the EB-5 Immigrant Investor Program. On September 20, 2017, the SEC filed [&hellip…
Read MoreOn December 3,2018 the SEC charged Mark Suleymanov of Glen Cove, New York with engaging in an online binary options scheme that defrauded retail investors out of approximately $4 million. The SEC’s complaint alleges that from at least 2012 to 2016, Mark Suleymanov engaged in the unregistered offer and sale of binary options, which are […]
Read MoreThe SEC announced on December 3,2018 fraud charges against a Florida-based CPA, a former broker, and his spouse, for their roles in a fraudulent scheme involving the creation and sale of a public shell company and false regulatory filings to facilitate the sale. According to the SEC, David Dreslin and Michael Toups created a shell […]
Read MoreThe Securities and Exchange Commission charged a 35-year-old Jared Forrester for his role in a scheme that resulted in the fraudulent offering and sale of at least $15 million of securities to more than 150 investors. The SEC’s complaint alleges that Jared Gabriel Forrester was installed as a figurehead to run Tennessee-based Tennstar Energy Group, [&h…
Read MoreOn November 5, 2018, a U.S. District Court for the Central District of California entered a final judgment on consent against immigration attorney, Steve Qi, and his law firm who were charged with violations in connection with the EB-5 Immigrant Investor Program. The SEC’s complaint, filed December 8, 2017, alleged that Steve Qi and his […]
Read MoreThe Securities and Exchange Commission announced charges against five public companies for failing to provide financial statements that were reviewed by their independent external auditor when they filed quarterly reports with the Commission on Form 10-Q. Regulation S-X provides that interim financial statements must be subject to a review conducted by an in…
Read MoreThe Securities and Exchange Commission charged the former chief financial officer of Barrett Business Services Inc. for his role in an accounting fraud involving BBSI’s workers’ compensation expenses. The SEC also charged BBSI in the accounting fraud and charged the company’s former controller for his role in improperly approving certain of the CFO’s account…
Read MoreThe Securities and Exchange Commission charged the former chief financial officer of Barrett Business Services Inc. for his role in an accounting fraud involving BBSI’s workers’ compensation expenses. The SEC also charged BBSI in the accounting fraud and charged the company’s former controller for his role in improperly approving certain of the CFO’s account…
Read MoreThe Securities and Exchange Commission announced that a Boulder, Colorado-based biopharmaceutical company, its CEO, and its former CFO will pay more than $20 million in penalties to settle charges of misleading investors about the company’s developmental lung cancer drug. The SEC’s complaint filed in federal court in Denver alleges that over a four-month per…
Read MoreThe Securities and Exchange Commission today announced that SeaWorld Entertainment Inc. and its former CEO have agreed to pay more than $5 million to settle fraud charges for misleading investors about the impact the documentary film Blackfish had on the company’s reputation and business. SeaWorld’s former vice president of communications also agreed to sett…
Read MoreThe Securities and Exchange Commission announced that Convergex Execution Solutions LLC, now known as Cowen Execution Services LLC, will pay $2.75 million to settle charges that the broker-dealer firm provided the SEC with incomplete and deficient securities trading information known as “blue sheet data.” According to the SEC’s order, for nearly four years a…
Read MoreThe Securities and Exchange Commission announced that Connecticut-based United Technologies Corporation will pay $13.9 million to resolve charges that it violated the Foreign Corrupt Practices Act (FCPA) by making illicit payments in its elevator and aircraft engine businesses. According to the SEC’s order, United Technologies subsidiary Otis Elevator Co. ma…
Read MoreThe Securities and Exchange Commission announced that Paris-based pharmaceutical company Sanofi has agreed to pay more than $25 million to resolve charges that its Kazakhstan and the Middle East subsidiaries made corrupt payments to win business. According to the SEC’s order, the schemes spanned multiple countries and involved bribe payments to government pr…
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