On January 13, 2016, the United States Court of Appeals for the Eleventh Circuit affirmed entry of summary judgment in favor of the Securities and Exchange Commission (SEC) on its claims of securities fraud against defendant Stewart Merkin (“Merkin”), an attorney in Miami, Florida. The SEC brought a civil action against Merkin on October 3, 2011…
Read MoreIn February 2015, Felix Sater proudly announced the debut of a new website. As he puts it, it “showcases [his] accomplishments, contributions, musings, and availability.” Though Sater describes himself as a veteran of the commercial real estate industry, there’s more to his story, much of it unsavory. While the site is promoted as a [&hellip…
Read MoreOn November 10, 2015 the Securities and Exchange Commission (SEC) announced insider trading charges and an emergency asset freeze against cousins Zhichen Zhou and Yannan Liu. The SEC alleged that the Defendants traded in advance of the acquisition of two healthcare companies, MedAssets, Inc. and Chindex International Inc. The SEC also alleges that Zhou used…
Read MoreThe Financial Industry Regulatory Authority (FINRA) announced today that it has expelled Halcyon Cabot Partners, Ltd., and barred Chief Executive Officer Michael Morris and Chief Compliance Officer Ronald Heineman from the securities industry, for securities fraud, sales practice abuses, and widespread supervisory and anti-money laundering failures. FINRA fo…
Read MoreAegis Capital Corporation has been fined $950,000 by the Financial Industry Regulatory Authority over allegations of improper sales of unregistered penny stocks of five issuers and anti-money laundering supervisory failures. As a result, Aegis is also required to retain an independent consultant to review its supervisory and AML systems and procedures. In ad…
Read MoreThe Anti-Fraud Provisions And Regulation A+ On March 25, 2015, the Securities and Exchange Commission adopted final rules amending Regulation A. The new rules are often referred to as Regulation A+. These rules are designed to facilitate smaller companies’ access to capital. Regulation A+’s new rules provide investors with more investment choices an…
Read MoreThe final Regulation A+ rules amend Rule 262 to include bad actor disqualification provisions as adopted under Rule 506(d) of Regulation D. Consistent with the disqualification provisions of Rule 506(d), the final rules add two additional disqualification triggers to those existing in Regulation A. The two new disqualification triggers are Securities &…
Read MoreDown the Rabbit Hole We Go Last year, the Securities and Exchange Commission and the U.S. Attorney for the District of Massachusetts charged against five individuals whose attempt to manipulate shares of Amogear Inc. was caught in an FBI undercover operation. The defendants, stock promoters Andrew J. Affa, Michael A. Affa, Mitchell H. Brown, Christopher [&he…
Read MoreIntuit Inc., a provider of small business software solutions, including QuickBooks, tackles accounting, taxes, budgets, and personal finances with TurboTax. Quicken featured an interview with Securities Attorney Brenda Hamilton.* Brenda Hamilton practices Securities Law focusing on Direct Public Offerings /DPOs, Initial Public Offerings /IPOs, accredited cr…
Read MoreOn March 13, 2015, the Securities and Exchange Commission (SEC) provided guidance addressing waivers of disqualification for bad actors under Regulation A and Rules 505 and 506 of Regulation D of the Securities Act of 1933, as amended. A waiver of disqualification under these provisions may be granted by the SEC’s Division of Corporation Finance if it…
Read MoreBy The Going Public Attorneys – The Financial Institution Regulatory Authority (FINRA) plays an important role in going public transactions. While filing a registration statement on Form S-1 will make a company reporting with the Securities and Exchange Commission, it will not cause the company’s stock to trade and it will not result in a […]
Read MoreGoing public requirements vary for companies seeking to go public on the OTC Markets, OTC Pink, and OTCQB marketplace. The biggest difference is that most of the time (but not always) companies who go public on the OTCQB provide more transparency to investors than OTC Pink Sheet companies because they file reports with the Securities […]
Read MoreDown the Rabbit Hole We Go We were recently asked to review a penny stock company called Medbox Inc. (MDBX). The Medbox story has been of considerable interest over the past two years, for the most part because of its colorful founder, P. Vincent Mehdizadeh, its involvement in the nascent medical marijuana industry, and its […]
Read MoreThe Going Public Lawyer’s Dictionary was created to assist companies to become familiar with certain terms they will encounter during their going public transaction. It is crucial that you understand and can speak the going public lingo!
Read MoreBrenda Hamilton is the Founder and Partner, 1998-Present, of Hamilton & Associates Law Group, P.A., an international corporate, securities, business and transactional law firm with offices in Boca Raton, Florida Notable Experience & Engagements: Ms. Hamilton’s notable experience and engagements include: U.S. Outside General Counsel to a global congl…
Read MorePonzi schemes are nothing new, but unwary investors continue to fall for them, lured by the prospect of improbably large returns. Typically, the scammer who runs the ponzi scheme makes few actual investments in the markets; they simply keep the money they collect for themselves. Should an investor seek to withdraw all or some of […]
Read MoreHamilton & Associates Law Group encompasses a wide variety of going public, corporate and securities law specialties, including, among others, continuing forensic analysis of domestic and international financial, stock trading, securities and money laundering transactions, general representation of private and public companies; all stages of capital form…
Read MoreOn December 17, 2014, the Securities and Exchange Commission (the “SEC”) charged Avon Products Inc. with violating the Foreign Corrupt Practices Act (FCPA) by failing to put controls in place to detect and prevent payments and gifts to Chinese government officials from employees and consultants at a subsidiary. Avon entities agreed to pay a total of [&hellip…
Read MoreOn September 18, 2014, the Federal Bureau of Investigation announced that Izak Sirk De Maison (aka Izak Zirk Engelbrecht, aka Zirk Engelbrecht). Zirk Englebrecht, a self-described “merchant banker,” devised a scheme and artifice to defraud investors by creating public “shell” companies, executing a merger of an emerging business with the shell to create a…
Read MoreOn September 9, 2014, the United States Attorney for the Eastern District of New York announced a multi-count indictment against six individual defendants: Robert Bandfield, a U.S. citizen; Andrew Godfrey, a citizen of Belize; Kelvin Leach, a citizen of the Bahamas; Rohn Knowles, a citizen of the Bahamas; Brian De Wit, a citizen of Canada; and […]
Read MoreSecurities Lawyer 101 Blog In October of 2013, Deputy Attorney General James M. Cole and Panamanian Attorney General Ana Belfon signed an agreement to share more than $36 million in government forfeitures of criminal assets with the Government of Panama.
Read MoreSecurities Lawyer 101 Blog On August 5, 2014, the Attorney’s Office for the Western District of Washington announced criminal charges against Mikhail Galas, Alexander Hawatmeh, and Christopher Mrowca in connection with two heavily touted pot stocks, Growlife and Hemp, Inc., and several other penny issues. According to the charges, the three young men—they…
Read MoreSecurities Lawyer 101 On July 14, 2014, the U.S. Attorney for the District of Massachusetts, and the Federal Bureau of Investigation today announced charges against five individuals whose attempt to manipulate shares of Boston-based Amogear Inc. was caught by an FBI undercover operation. According to the SEC and criminal cases filed in federal court in Bosto…
Read MoreSecurities Lawyer 101 Blog Recently custodianship and/or receivership proceedings involving publicly traded companies have been in the spotlight because of the increasing number of fraudsters seeking these appointments so that they can create their own personal inventory of public shell companies for reverse merger transactions. Because custodians are fiduc…
Read MoreSecurities Lawyer 101 Blog Joshua Vandyk, a U.S. citizen, and Eric St-Cyr and Patrick Poulin, Canadian citizens, were indicted for conspiracy to launder monetary instruments, the Department of Justice and Internal Revenue Service (IRS) announced on March 24, 2014.
Read MoreSecurities Lawyer 101 Blog Albert Reda, the former treasurer and chairman of the board of directors of First Global Financial Corporation, was sentenced for his role in a fraudulent kickback scheme. After a six-day trial, Reda was convicted of wire fraud and mail fraud. Reda was sentenced to 26 months in prison, one year of […]
Read MoreSecurities Lawyer 101 Blog On March 13, 2014, the Securities and Exchange Commission (“SEC”) announced fraud charges and an emergency asset freeze against a promoter behind a platform of affiliated microcap stock promotion websites. The SEC alleges that John Babikian used AwesomePennyStocks.com and its related site PennyStocksUniverse.com, collec…
Read MoreSecurities Lawyer 101 Blog On February 26, 2014, the United States Attorney for the Southern District of Florida and Federal Bureau of Investigation, announced the unsealing of an indictment charging George Louis Theodule, former resident of Wellington, Florida. Theodule was charged with multiple counts of wire fraud, securities fraud, and money laundering…
Read MoreForensic Law & Dodd Frank Since its inception, the Boca Raton, Florida law firm of Hamilton & Associates Law Group, P.A. and its founding Securities Lawyer, Brenda Hamilton has assisted whistleblowers and other clients with forensic analysis of securities transactions including short sales, trading schemes, corporate hijackings involving public comp…
Read MoreSecurities Lawyer 101 Blog The Latin phrase Caveat Emptor means “let the buyer beware.” The application of the Caveat Emptor principle is most often applied in the sale of property where a purchaser has a specific period of time to discover any defects. After that period of time expires, the buyer accepts any defects he […]
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