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, companies engaging in certain types of reverse merger transactions find their securities without…
Read MorePosted by Brenda Hamilton Attorney Corporate hijackings, also known as corporate identity theft, of public shell companies has been around for more than two decades. For years these hijackings have been used by fraudsters to acquire control of publicly traded shell companies for reverse merger transactions involving private companies seeking to go public. C…
Read MorePrivate companies seeking public company status should weigh the benefits and risks before going public. The right going public attorney can help you weigh these risks and avoid many of the pitfalls surrounding going public transactions. A going public lawyer drafts most disclosures during the process. Additionally, it is the issuer’s going public la…
Read MoreThe going public attorneys at Hamilton & Associates have represented issuers seeking to direct public offerings, secondary offerings and initial public offerings. The firm has represented more than 300 corporate entities and market participants in securities and corporate finance matters. The firm’s founder, securities lawyer Brenda Hamilton, is recogni…
Read MoreThe securities and going public lawyers at Hamilton & Associates Law Group provide private and public companies with reliable representation in various types of going public transactions, securities related transactions, Securities and Exchange Commission (“SEC”) disclosure and defense and business law. Hamilton & Associates Law Group ha…
Read MoreSecurities Law Blog In FINRA Regulatory Notice 14-40, members are cautioned that it is a violation of FINRA Rule 2010- Standards of Commercial Honor and Principles of Trade- to incorporate confidentiality provisions into settlement agreements where the provisions seek to restrict or prohibit a customer or other person from reporting and/or communicating wit…
Read MoreSecurities 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 impossible for a company to establish or maintain an active market for its secur…
Read MoreSecurities Law Blog In late 2009, the Financial Industry Regulatory Authority (“FINRA”) proposed changes to its Rule 6490. Until that time, the Rule had provided merely that the agency review and process certain corporate actions taken by companies not listed on exchanges, companies known to most as OTC securities. The changes imposed by Rule 6490, which be…
Read MoreSecurities Law Blog On August 26, 2014, the U.S. Attorney’s Office for the Southern District of New York announced charges against Michael Anthony Dupre Lucarelli. Lucarelli is charged with 13 counts of criminal insider trading over his alleged scheme to trade on announcements in impending news releases in the days before they were made public. According [&h…
Read MoreSecurities Lawyer 101.com The New York State Department of Financial Services (NYDFS) has stated that it will consider proposals for a regulated virtual currency exchange to better protect consumers and prevent money-laundering. Cryptocurrencies like Bitcoin continue to grow in popularity, yet they are not governed by any financial regulator.
Read MoreSecurities Lawyer 101 Blog Corporate hijackings, also known as corporate identity theft, of public shell companies has been around for more than a decade. It is a growing method used by fraudsters to acquire control of publicly traded shell companies to use in reverse merger transactions involving private companies seeking to go public. Recent SEC cases aga…
Read MoreTraditionally, private companies become publicly traded by registering an offering under the Securities Act of 1933, as amended. Reverse Mergers involve backdoor going public transactions that are often plagued with bad actors. Where public shell is used, reverse merger attorneys perform due diligence before completion of the going public transaction. Many r…
Read MoreReverse Mergers & Corporate Hijackings Corporate hijacking, also known as corporate identity theft, of public shell companies has been around for more than a decade. Corporate hijacking is a growing method used by fraudsters to acquire control of publicly traded shell companies. Many times these vehicles appear in criminal cases involving pump and dump…
Read MoreForm S-8, Form S-8, Form S-8 Registration, Form S-8 Registration Statement, SEC Form S-8,
Read MoreSecurities Lawyer 101 Blog One way for private companies to go public is through a Reverse Merger (“Reverse Merger”) with a public shell company. Securities regulators tend to look askance at Reverse Mergers, fearing they may be used as vehicles for fraud either by stock promoters or others- -including securities lawyers- who manufacture or hijack them part…
Read MoreSecurities 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 by DTC to receive initial DTC eligibility after their going public transaction is complete, and to remain […]
Read MoreSecurities Lawyer 101 Blog Corporate hijackings, also known as corporate identity theft, of public shell companies have been a problem for more than a decade. Hijackings are increasingly used by fraudsters to acquire control of publicly traded shell companies and then to sell them to unsuspecting private companies seeking to go public. Many observers ask […
Read MoreSecurities Lawyer 101 Blog Getting Listed on the OTC Pink Sheets Many companies going public for the first time are opting for the OTCMarkets OTC Pink
Read MoreGoing Public transactions involving reverse mergers involve unique risks and expansive disclosures. Hamilton and Associates has extensive experience in reverse merger due diligence and transactions. Traditionally, private companies become publicly traded by registering an offering under the Securities Act of 1933, as amended. Reverse Mergers involve backdoo…
Read MoreSecurities Lawyer 101 Blog A Wells Notice is sent to subjects of a Securities and Exchange Commission (“SEC”) investigation when Enforcement staff has substantially completed its investigation and intends to recommend that an enforcement be pursued. Under SEC Rules, in response to such a notice, the recipient is entitled to make a Wells submissi…
Read MoreQ. 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 an issuer’s securities, its securities can trade electronically. Without DTC eligibility, it is almost impossible for an issuer […]
Read MoreCorporate hijackings, also known as corporate identity theft, of public shell companies has been around for more than two decades. It is a growing method used by fraudsters to acquire control of publicly traded shell companies to use in reverse merger transactions involving private companies seeking to go public. Recent cases by the Justice Department an…
Read MoreSecurities 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 Pink Sheet issuers often rely upon Rule 504 to offer and sell their securities. Maximum Offering Amounts l [&h…
Read MoreSecurities 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 Pink Sheet issuers often rely upon Rule 504 to offer and sell their securities. The aggregate amoun…
Read MoreTraditionally, private companies become publicly traded filing a registration statement under the Securities Act of 1933, as amended. Another established method for private companies go public is through a Reverse Merger (“Reverse Merger”) with a public shell company. The general perception in the securities industry among regulators is that Reverse Mergers…
Read MoreThe 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 risk in the clearance and settlement of securities transactions. Not all securities are eligible to be s…
Read MoreCorporate hijackings, also known as corporate identity theft, of public shell companies have been around for more than a decade. It is a growing method used by fraudsters to acquire control of publicly traded shell companies to use in reverse merger transactions involving private companies seeking to go public. Recent SEC cases against hijackers have unr…
Read MoreOTC Markets attorneys can help the issuer list on one of the several tiers of the OTC Markets Group, Inc. (“OTC Markets”). The OTC Markets Group is a private company that operates an electronic inter-dealer quotation system that displays quotes and last-sale information for securities. OTC Markets does not require companies whose securities are quoted on [&…
Read MorePractical guidance on Rule 144 legal opinions, restrictive legend removal, and transfer agent processing, including shell company and 144 legal opinion considerations.
Read MoreHamilton & Associates Law Group, P.A., founded in 1999 by securities attorney Brenda Hamilton, is a Boca Raton-based corporate finance and transactional law firm that has built a strong national and international presence. Since its inception, the firm has advised more than 300 issuers on going-public transactions, including IPOs, direct public offerings…
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