Is Regulation A the Same as Regulation A+ ? Securities and Crowdfunding Lawyers

1. Overview of the Regulation A+ Exemption On March 25, 2015, the Securities and Exchange Commission (the “SEC”) created Regulation A+ by adopting final rules to implement Section 401 of the Jumpstart Our Business Startups (JOBS) Act by… Read More

SEC Files Charges in Ponzi Scheme Targeting Hispanic Community

Edward Espinal, a 44-year-old from Wayne, New Jersey, and his company, Cash Flow Partners LLC, were charged by the Securities and Exchange Commission (SEC) on December 19, 2019, for perpetrating a Ponzi Scheme that mainly targeted members of… Read More

Is Form 10 Registration Different than Form S-1?

Form S-1 registration statements provide issuers with flexibility in going public transactions.  A registration statement on Form S-1 can be used to register specific securities for a company to sell to investors and specific shares for the company’s… Read More

Raising Money For Your Business – Private Placement Memorandums

A Private Placement Memorandum is sometimes referred to as a confidential offering circular or an offering memorandum.  A Private Placement Memorandum can be used by private companies who intend to stay private and as part of a going public transaction.

The Securities Act of 1933 – Liability Provisions

The Securities Act of 1933, as amended (the “Securities Act”) is often referred to as the “truth in securities” law. The Securities Act requires disclosure of financial and other material information about securities that are being offered for… Read More

Going Public With Rule 506(b) – The Friends and Family Round

Seed Capital and the Friends and Family Round Many small companies seeking to raise funds for their business raise initial seed capital from friends and family. Even when raising funds in a friends and family round, federal securities… Read More

SEC Awards Whistleblowers For Reporting Securities Fraud

On January 22, 2020, the  Securities and Exchange Commission (“SEC”)  announced two whistleblower awards in connection with two separate SEC  enforcement actions.  Both whistleblowers provided significant information that helped the SEC shut down two separate fraudulent schemes involving… Read More

MetLife Settles SEC Charges with $10 Million Payment

Due to longstanding internal control failures, MetLife has agreed to pay $10 million to settle the charge that was brought forward by the Securities and Exchange Commission (SEC). According to Reuters, which reported on the news, “The settlement… Read More

SEC Charges Broker-Dealers With Illicitly Profiting in Partial Tender Offer

Bluefin Trading LLC and Critical Trading LLC were charged by the Securities and Exchange Commission (SEC) on December 18, 2019, for violating what is known as the “short tender rule” and “enriching themselves at the expense of other… Read More

Form S-3 Registration Statement Eligibility and Requirements

Form S-3 is a short-form registration statement that consists primarily of information about the specific transaction. Form S-3 provides an opportunity not available by any other SEC form.

Blockchain of Things Inc. (BCOT) Charged by SEC for Unregistered ICO

Blockchain technology company Blockchain of Things Inc. (BCOT) settled charges brought against them by the Securities and Exchange Commission (SEC) on December 18, 2019, for conducting an unregistered initial coin offering (ICO). The New York-based startup Blockchain of… Read More

SEC Proposes to Update Accredited Investor Definition to Increase Access

On December 18, 2019, the Securities and Exchange Commission made an announcement that could be a very big deal for many companies that want to go public to raise money. This announcement was a proposal that shows that… Read More

Confidential Submission of Draft SEC Registration Statements

Confidential registration statements are often filed on Form S-1 as part of a going public transaction.

Ulrick Debo and Kenneth Ciapala Charged By DOJ and SEC

The Boston and New York SEC and DOJ Charge Ulrik Debo and Kenneth Ciapal and Others The Securities and Exchange Commission (SEC) and the Department of Justice (DOJ} charged Ulrik Debo, Kenneth Ciapala, Kenneth Ciapala, and a number… Read More

SEC Proposes Disclosure Rules for Resource Extraction Issuers

The Securities and Exchange Commission (SEC) on December 18, 2019, voted to “propose rules that would require resource extraction issuers to disclose payments made to foreign governments or the U.S. federal government for the commercial development of oil,… Read More

SEC Comments – Form S-1 – Going Public Lawyers

Issuers who offer and sell securities or file an S-1 Registration Statement for selling shareholders in connection with a going public transaction will need the assistance of an experienced securities lawyer for the registration process to ensure all required SEC disclosures are provided.

Regulation A+ Q & A – Regulation A+ Going Public Lawyers

Regulation A provides an exemption from registration that can be used in conjunction with a going public transaction. Regulation A has two tiers each with unique requirements and benefits.

SEC Improves Framework for Cross-border Security-based Swaps

On December 18, 2019 the SEC introduced new rules and guidance for security-based swaps that transcend borders. Many interested parties trade across borders and maintain different international locales. For more information, you can read the Fact Sheet released… Read More

Amazon Bans Sale of CBD; Still Shipped Legally by USPS

As we write about often on our blog, the regulatory state of CBD is in flux, and owners of CBD companies should be aware of the challenges that they have to face in the current market. The world’s… Read More

Practical Considerations in Regulation A+ Offerings

Regulation A offers an alternative to the traditional methods of filing a Registration Statement on Form S-1 or Form F-1 to raise capital and go public, while preserving some of the key benefits of those traditional registered offerings. Regulation A’s benefits:

SEC Adopts New Rules 15Fi-3, 15Fi-4, and 15Fi-5

On Wednesday, December 18, 2019, the SEC adopted new rules 15Fi-3, 15Fi-4, and 15Fi-5, which they describe as risk mitigation techniques for uncleared security-based swaps. These rules “establish requirements for registered security-based swap dealers and major security-based swap… Read More

Form S-1 Registration, Filing and Requirements, Form S-1 and Going Public Lawyers

Form S-1 provides flexibility in going public transactions. It allows the issuer to register shares during the going public process on behalf of the issuer or shareholders.

Silicon Valley IT Administrator Charged in Insider Trading Ring

Janardhan Nellore, a 42 year old IT administrator, has been charged with using confidential earnings information, along with his friends, to trade on a Silicon Valley cloud-computing company that he was working for. The scheme netted him and… Read More

Accredited Investors and, Regulation D Rule 506(c) – Going Public Attorneys

 Rule 506(c) of Regulation D under the Securities Act of 1933, as amended, allows a company to use general solicitation and advertising to raise an unlimited amount of money from accredited investors. Companies can raise the funds themselves… Read More

Senator Elizabeth Warren Hopes to Crack Down on Shell Companies

Elizabeth Warren is currently running for President as a candidate for the Democratic Party. She is also currently a United States Senator from Massachusetts. She was formerly a Professor at Harvard Law School. She was recently a front-runner… Read More

Telefonaktiebolaget LM Ericsson Charged with FCPA Violations

Swedish multinational corporation Telefonaktiebolaget LM Ericsson, better known as simply “Ericsson”, was charged by the Securities and Exchange Commission (SEC) “with engaging in a large-scale bribery scheme involving the use of sham consultants to secretly funnel money to… Read More

Nanotech Engineering, Michael James Sweaney, David Sweaney, and Jeffery Gange Charged by SEC

Nanotech Engineering Inc., a solar panel company based in California, has allegedly defrauded over 100 investors, and the SEC has obtained a temporary restraining order and asset freeze against the company and its three executives, Chief Financial Officer… Read More

Tim Leissner Banned for Life by SEC Due to FCPA Violations

Tim Leissner, former head of Asian Investment with Goldman Sachs, has been permanently banned from the securities industry by the Securities and Exchange Commission (SEC) due to a scandal involving bribery and the Malaysian state fund 1MDB. According… Read More

What Is a Secondary Registration Statement?

Going public transactions can be structured a variety of ways.  Many going public transactions involve the filing of a secondary registration statement with the Securities and Exchange Commission (“SEC”) registering shares held by existing stockholders so that the issuer can… Read More

U.S. Rep Christopher Collins Pleads Guilty to Insider Trading

Christopher Collins, the first member of Congress to endorse Donald Trump for President, pleaded guilty to insider trading along with his son, on December 9, 2019. He had to change his plea, after initially claiming he was completely… Read More