On November 6, 2015, the SEC announced that it charged James Alan Craig (Craig) with a market manipulation scheme. The SEC filed criminal securities fraud charges against Craig, a Scottish trader whose phony tweets caused sharp drops in the stock prices of two companies and triggered a trading halt in one of them. According to the SEC’s […]
Read MoreOn November 4, 2015, the Securities and Exchange Commission (SEC) announced it has identified three more individuals to charge in a penny stock manipulation case that the agency filed last year against alleged corrupt brokers and others. The SEC filed a request to lift the stay in its civil action so that it could file an amended […]
Read MoreOn November 4, 2015, the U.S. Attorney for the Eastern District of New York announced that Darren Ofsink, a Manhattan attorney and founder of Ofsink LLC; Michael Morris, a registered broker and managing director of Halcyon Cabot Partners, Ltd. (Halcyon); and Darren Goodrich, a registered broker for fourteen years at BMA Securities, a firm controlled by [&hel…
Read MoreThe Securities and Exchange Commission (SEC) announced on September 2, 2015 that an alleged investment club fraudster whose assets were frozen in an SEC enforcement action earlier this year has now been criminally charged by a grand jury for lying and the obstruction of justice in an ongoing SEC investigation. In a complaint filed in federal […]
Read MoreThe Securities and Exchange Commission (SEC) announced on September 28, 2015 that Trinity Capital Corporation and its wholly-owned subsidiary, Los Alamos National Bank, have agreed to pay $1.5 million to settle accounting fraud charges. An SEC investigation found that Trinity materially misstated its provision for loan losses and its allowance for loan and l…
Read MoreThe Securities and Exchange Commission (SEC) on September 28, 2015 charged Tokyo-based conglomerate Hitachi, Ltd. with violating the Foreign Corrupt Practices Act (FCPA) when it falsified documents regarding payments to South Africa’s ruling political party connected with contracts to construct two multi-billion dollar power plants. Hitachi has agreed…
Read MoreOn October 1, 2015, the Securities and Exchange Commission (“SEC”) announced it had frozen the assets and filed fraud charges against the operator of a worldwide pyramid scheme who falsely promised investors that they would profit from a venture allegedly backed by the company’s enormous amber holdings. The SEC’s complaint stated that California…
Read MoreOn September 17, 2015 the SEC imposed sanctions against a Florida based CPA for producing deficient and fraudulent audits and quarterly reviews for eight publicly traded companies, issuing false and misleading audit opinions on the companies’ annual financial statements. Terry L. Johnson, of Casselberry, Florida, agreed to settle the SEC charges on fr…
Read MoreOn August 27th, 2015, the Securities and Exchange Commission (SEC) announced fraud charges and an emergency asset freeze to halt a California-based scheme involving purported investments in oil and gas projects. According to the SEC’s complaint filed under seal last week in federal court in Los Angeles and unsealed on August 26th, Harrison Schumacher and [&h…
Read MoreOn August 12, the Securities and Exchange Commission (SEC) announced that a former executive at a worldwide software manufacturer has agreed to settle charges that he violated the Foreign Corrupt Practices Act (FCPA) by bribing Panamanian government officials through an intermediary to procure software license sales. An SEC investigation found that Vicente G…
Read MoreOn May 15, 2015, the Securities and Exchange Commission (SEC) announced charges and an emergency asset freeze in an alleged advance fee scam involving bogus prime bank instruments. The SEC complaint was filed on May 11, 2015, in the U.S. District Court for the District of Maryland. Advance fee scams solicit investors to make upfront payments […]
Read MoreOn May 11, 2015, the Securities and Exchange Commission (“SEC”) instituted administrative proceedings against two penny stock companies, Visual Acumen, Inc., and First Xeris Corp. (FXER). The purpose of the actions was to establish grounds for imposing stop orders that would suspend registration of the companies’ stock. First Xeris had filed a Form S-…
Read MoreReceiving a Securities and Exchange Commission (“SEC”) subpoena is a new and uncomfortable experience for most market participants. A SEC subpoena is an indication that the Division of Enforcement is investigating potential violations of the federal securities laws. SEC subpoenas can be issued to a variety of persons, many of which may not be sus…
Read MoreThe Securities and Exchange Commission (SEC) Division of Enforcement is pursuing unregistered broker-dealer activity which runs rampant in the penny stock markets. With a reduction of the number of small broker-dealers, there have been limited sources of capital available to small business issuers. As such, many have turned to finders and intermediaries. Re…
Read MoreThe Financial Industry Regulatory Authority (“FINRA”) and the Securities and Exchange Commission require that broker-dealers perform adequate due diligence before letting a registered representative recommend private placements made pursuant to Regulation D of the Securities Act of 1933, as amended (the “Securities Act”). FINRA listed due diligence of privat…
Read MoreOn January 15, 2015, the Securities and Exchange Commission (SEC) announced charges against penny stock lawyers, auditors, and others allegedly involved in a microcap scheme involving bogus Form S-1 registration statements filed with the SEC. According to the SEC, John Briner, a Canadian Attorney and stock promoter caused the companies to file 20 bogus Form…
Read MoreLast week, the Securities and Exchange Commission (“SEC”) announced charges against Oppenheimer & Co. for violations of federal securities laws for improperly selling penny stocks in unregistered offerings on behalf of customers. Oppenheimer agreed to admit wrongdoing and pay $10 million to settle the SEC’s charges. Oppenheimer will pay an a…
Read MoreOn December 17, 2014, the Securities and Exchange Commission (the “SEC”) announced settled charges against Joseph Saranello who participated in a pump-and-dump scheme involving the stock of Rudy Nutrition. The SEC previously charged thirteen other individuals in the District of Nevada for engaging in this scheme to manipulate the stock of Rudy Nutrition tha…
Read MoreOn December 15, 2014, Securities and Exchange Commission (the “SEC”) charged Treaty Energy Corporation, Ronald L. Blackburn, Andrew V. Reid, Bruce A. Gwyn, Michael A. Mulshine, Lee C. Schlesinger and Samuel E. Whitley for a stock trading scheme in which they claimed to have struck oil in Belize in order to manipulate the company’s stock […]
Read MoreOn December 8, 2014, the Securities and Exchange Commission (the “SEC”) announced sanctions against a computer programmer for operating two online venues that traded securities using virtual currencies Bitcoin or Litecoin without being registered as broker-dealers or stock exchanges. The programmer, Ethan Burnside, also was sanctioned for conducting unregi…
Read MoreSection 3(a)(10) of the Securities Act of 1933 (the “Securities Act”) provides an exemption from registration that permits a company to issue common stock to public investors “in exchange for one or more bona fide outstanding securities, claims or property interests” without having to file a registration statement with the Securities…
Read MoreOn November 6, 2014, U.S. District Attorney’s Office for the Southern District of New York, the Federal Bureau of Investigation (“FBI”) and Homeland Security Investigations (“HSI”) announced the arrest of Blake Benthall in connection with his operation and ownership of a website known as “Silk Road 2.0.”
Read MoreOn November 5, 2014, the Securities and Exchange Commission (the “SEC”) announced enforcement actions against 10 companies for failing to file Current Reports on Form 8-K disclosing financing deals and other unregistered securities sales that diluted their shareholders and investors. Companies are required to file a Form 8-K to inform investors when shares o…
Read MoreBitcoin blogs have been buzzing recently with news of an SEC investigation into cryptocurrency companies that the agency apparently believes have engaged in potentially illegal securities issuances. Bitcoin has been controversial since it was “invented” several years ago, in large part because ownership, and transactions made using it, are anonymous and, sup…
Read MoreSecurities Lawyer 101 – Securities Law Blog On October 31, 2014, the Securities & Exchange Commission (the “SEC”) obtained judgments MicroHoldings US, Inc., and its Chief Executive Officer, James Wheeler, in a securities fraud action that was filed in December 2011. MircroHoldings, a former shell dormant company, traded on the OTC Markets OTC Pink…
Read MoreBrenda Hamilton, our law firm’s founder and a securities lawyer has counseled clients in legal and compliance matters involving securities and financial transactions including underwritten and direct public offerings, equity and debt offerings, corporate legal and compliance matters and restructurings, go public direct transactions and disclosures, corporat…
Read MoreSecurities Lawyer 101 Blog On October 9, 2014, the Securities and Exchange Commission (the “SEC”) announced an enforcement action against current and former brokerage subsidiaries of E*TRADE Financial Corporation. According to the SEC charges, E*Trade improperly engaged in unregistered sales of penny stock issuers for their clients. An SEC investigation det…
Read MoreOn September 23, 2014, Dickson Lee, former CEO of Seattle-based L&L Energy, plead guilty to two counts of securities fraud. The plea was announced by the U.S. Attorney’s Office for the Western District of Washington. L&L Energy was once listed on the NASDAQ. It purported to be engaged in various aspects of the coal mining […]
Read MoreOn September 23, 2014, the Securities and Exchange Commission (the “SEC”) issued an order instituting cease and desist proceedings against Registrar and Transfer Company (“R&T”), a transfer agency registered with the SEC, and its President and CEO Thomas Montrone in connection with certain securities transactions related to Heathrow Natural Food and Beve…
Read MoreOn September 18, 2014, the Securities and Exchange Commission (the “SEC”) announced charges against eight individuals for their roles in an alleged pump-and-dump scheme involving a penny stock company based in California that has repeatedly changed its name and purported line of business over the past several years. The SEC alleges that the pump…
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