Securities Lawyer 101 Blog On January 16, 2014, a federal grand jury in San Jose returned a 12-count indictment charging two antique dealers with conspiracy to commit mail fraud and wire fraud, mail fraud, and wire fraud relating to a multi-million-dollar investment scheme, announced United States Attorney Melinda Haag, Federal Bureau of Investigation Specia…
Read MoreSecurities Lawyer 101 Blog The Financial Industry Regulatory Authority (“FINRA”) recently suspended and fined Advisor Thomas Mikolasko, (“Mikolasko”) of HFP Capital Markets LLC (“HFP”). According to FINRA, Mikolasko made material misrepresentations and omissions of material fact in connection with $3 million in Senior Sec…
Read MoreLawrence Hartman, a Florida securities lawyer, plead guilty to a charge of conspiracy to commit mail and wire fraud for his role in a Corporate Hijacking and shell trafficking fraud scheme that swindled victims out of more than $137,000,000. According to the charges, the defendants in the case planned to steal the identities of dormant, publicly-traded [&hel…
Read MoreSecurities Lawyer 101 Blog Private companies in going public transactions seeking to have their securities quoted on the OTC Markets OTCQB must first become reporting with the Securities and Exchange Commission (the “SEC”). This is typically accomplished by the private company registering a securities offering on a Form S-1 registration statemen…
Read MoreSecurities Lawyer 101 Blog The Department of Justice (“DOJ”) prosecution of Sandy Winick and eight co-conspirators for financial crimes, announced in August 2013, has sparked considerable interest among penny stock observers. According to regulators, for more than a decade, Winick created, and sometimes hijacked, dozens of shell companies, eventu…
Read MoreSecurities Lawyer 101 Blog In late August 2013, as part of its continuing crackdown on U.S. tax evaders, the Department of Justice (“DOJ”) announced an agreement with the Swiss Federal Department of Finance. While the Swiss Department of Finance cannot force Swiss banks to participate in the new DOJ program, it will encourage them to […]
Read MoreSecurities Lawyer 101 Blog In September 2013, the Financial Industry Regulatory Authority (“FINRA”), with the help of the National Center for Victims of Crime, compiled and circulated “An Advocate’s Guide to Assisting Victims of Financial Fraud.” The lengthy paper explains the types of fraud most prevalent today, and offers copious advice to people wh…
Read MoreSecurities Lawyer 101 Blog On August 7, Depository Trust & Clearing Corporation (DTCC) released a report identifying threats to the stability of the financial markets. DTCC considers cyber-attacks that can bypass U.S. and E.U. industry security systems and laws to be the most significant danger to our markets today. Mike Leibrock, DTCC Vice President, o…
Read MoreSecurities Lawyer 101 Blog On August 19, 2013, the Federal Bureau of Investigation circulated a new Wanted by the FBI poster to announce that Sandy Winick, indicted the week before on multiple counts of stock manipulation, wire fraud, and mail fraud, had been captured. The next day, Gregory Curry was arrested. According to the FBI, Winick […]
Read MoreSecurities Lawyer 101 Blog On August 19, 2013, the Federal Bureau of Investigation circulated a new Wanted by the FBI poster to announce that Sandy Winick, indicted the week before on multiple counts of stock manipulation, wire fraud, and mail fraud, had been captured. According to the FBI, Winick operated domestically and internationally under various ident…
Read MoreSecurities Lawyer 101 Blog On August 13, 2013, John Jordan, former chief executive of Vida Life International Ltd., a public company that trades on the OTCMarkets OTCQB as VILF, was sentenced to 30 months in federal prison for conspiracy to commit securities fraud, wire fraud and mail fraud. The Securities and Exchange Commission (“SEC”), which conducted [&h…
Read MoreSecurities Lawyer 101 Blog On July 15, 2013, Colorado Attorney General John Suthers announced that a grand jury had indicted Robert Zickefoose on seven counts of securities fraud. Zickefoose is the owner and president of Zickefoose Reserves, LLC, a purported gas and oil company located in Colorado Springs. The indictment alleges he was offering unregistere…
Read MoreSecurities Lawyer 101 Blog On August 5, 2013, the Financial Industry Regulatory Authority (“FINRA”) announced that it had fined Oppenheimer and Co., Inc. $1,425,000 for allowing the sale of unregistered stock of penny companies, and for its failure to have an adequate anti-money
Read MoreThe Financial Industry Regulatory Authority (“FINRA”) is investigating Trading Algorithms and whether trading firms that engage in high frequency trading have proper controls in place to ensure their trading algorithms do not malfunction and cause harm to public markets. The regulator wants to know how at least ten trading firms use and control t…
Read MoreSecurities Lawyer 101 Blog The OTC Markets Group operates an electronic inter-dealer quotation system called OTC Link that broker-dealers use to trade securities not listed on a national securities-related exchange. OTC Markets rank issuers in tiers; each issuer’s rank depends upon the amount of disclosure provided. Issuers using SEC Rule 15c2-11 qualify fo…
Read MoreSecurities Lawyer 101 Blog Since 2010, allegations of securities fraud involving Chinese reverse merger companies have mounted. By December 31 2012, the auditors of at least 67 China-based U.S. public companies had resigned, and 126 China- based public companies had either been delisted from U.S. securities exchanges or had ceased filing reports with the SE…
Read MoreSecurities Lawyer 101 Blog FINRA Rule 6490, enacted over two years ago requires issuers of securities not listed on exchanges to provide timely notice to FINRA of certain corporate actions including reverse mergers. Rule 6490 applies to corporate name changes, forward stock splits, reverse stock splits, distributions of cash or securities such as dividends…
Read MoreSecurities Lawyer 101 Blog The OTCMarkets Group operates an electronic inter-dealer quotation system called OTC Link that broker-dealers use to trade securities not listed on a national securities-related exchange. OTCMarkets rank issuers in tiers; each issuer’s rank depends upon the amount of disclosure provided. Issuers using SEC Rule 15c2-11 qualify for…
Read MoreSecurities Lawyer 101 Blog The OTC Markets Group operates an electronic inter-dealer quotation system called OTC Link that broker-dealers use to trade securities not listed on a national securities-related exchange. OTC Markets has three OTC Pink tiers. Each issuer’s rank in the OTC Pink tiers depends upon the amount of disclosure provided. Issuers usi…
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 MoreSignificant changes to FINRA Rule 6490 were enacted in September 2010. Though FINRA’s principal mandate is to regulate broker-dealers, historically it has always exercised some oversight of the over-the-counter markets. Part of that oversight involves processing corporate action requests from issuers of equity and debt securities not listed on nation…
Read MoreHamilton & Associates Law Group, P.A. provides complex securities and corporate finance counsel to emerging-growth companies, private and public companies, private funds, accredited and institutional investors, and market participants. With more than two decades of experience representing clients in complex U.S. capital markets transactions, the firm gui…
Read MoreFINRA Rule 6490, recently enacted in September 2010, requires issuers of securities not listed on exchanges to provide timely notice to FINRA of certain corporate actions including reverse mergers. Rule 6490 corporate actions include name changes, forward stock splits, reverse stock splits, distributions of cash or securities such as dividends, stock…
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