SEC Charges Arif Naqvi and Dubai-Based Advisory Firm

On April 11, 2019, the SEC charged Arif Naqvi and Abraaj Investment Management Limited, a Dubai-based investment advisory firm, with misappropriating funds from a private equity fund client. The SEC alleges that Arif Naqvi and his firm raised… Read More

SEC Charges Investment Adviser, Gonzalo Ortiz with Securities Fraud

The SEC filed a civil injunctive action on April 10,2019, charging a New Jersey resident, Gonzalo Ortiz with defrauding an investor by lying about his trading success, concealing trading losses, and misappropriating funds. The SEC’s complaint, filed in… Read More

SEC Charges Fifteen Unregistered Brokers for Illegal Offering of Intertech Solutions

On April 9,2019, the SEC charged fifteen individuals with acting as unregistered brokers or aiding-and-abetting such activity in connection with Intertech Solutions, Inc.’s fraudulent and unregistered securities offerings. The SEC’s complaints allege that Alexander Bevil, Richard Bohnsack, Daniel… Read More

SEC Charges Former Seaworld Associate General Counsel, Paul Powers with Insider Trading

On April 10, 2019, the SEC charged Paul Powers, a former senior lawyer at SeaWorld Entertainment Inc with insider trading based on nonpublic information that the company’s revenue would be better than anticipated for the second quarter of… Read More

Final Judgment Against Robert DePalo, a Broker Charged with Stealing from Investors

On February 5, 2019, the SEC obtained a final judgment against a New York-based broker, Robert DePalo who was charged with orchestrating a $6.5 million offering fraud. In May 2015, the SEC charged Robert DePalo with defrauding over twenty investors… Read More

SEC Charges College Official for Fraudulently Concealing Financial Troubles from Investors

On March 28, 2019, the SEC charged Keith Borge, the former controller of a New York-based not-for-profit college with defrauding municipal securities investors by fraudulently concealing the college’s deteriorating finances. According to the SEC’s complaint, in recent years,… Read More

SEC Shuts Down Fraudulent Investment Advisor Who Was Targeting the Israeli-American Community

The SE announced on April 1, 2019 that it had halted an ongoing investment fraud by Investment Advisor Motty Mizrahi targeting members of the Jewish community, primarily in the Los Angeles, California region. The SEC filed an emergency… Read More

SEC Charges Investment Adviser with Long-Running Securities Fraud

On March 22, 2019, the SEC charged registered investment adviser Direct Lending Investments, LLC with a multi-year fraud that resulted in approximately $11 million in over-charges of management and performance fees to its private funds, as well as… Read More

SEC Charges Reverse Merger Shell Brokers, Tiber Creek and James Cassidy

On March 26, 2019, the Securities and Exchange Commission (SEC) announced settled actions against Reverse Merger Shell Brokers, James K. McKillop, attorney James M. Cassidy, and Cassidy’s firm Tiber Creek Corp.  The agency accused both men of acting… Read More

SEC Settles with James K. McKillop, Unregistered Public Shell Company Broker

On March 26, 2019 the SEC filed settled charges against recidivist James K. McKillop for acting as an unregistered broker and for failing to timely file required beneficial ownership forms in connection with his position at Tiber Creek… Read More

SEC Speaks Reverse Mergers – Going Public

On March 8, 2019, Securities and Exchange Commission (SEC) Chairman Jay Clayton and Brett Redfearn, Director of the agency’s Division of Trading and Markets, spoke at Fordham University’s Gabelli School of Business in New York City.  They addressed… Read More

Former COO Fraudulently Caused Advisory Firm to Overbill Clients

The SEC filed on March 28, 2019 charges against the former Chief Operating Officer (COO), Richard Diver of a Commission-registered investment adviser for aiding and abetting the advisory firm’s actions to overbill its clients as part of a… Read More

SEC Halts Ponzi Scheme Targeting Vietnamese Investors

The SEC announced fraud charges and an asset freeze on March 18, 2019, against the operators of a $25 million Ponzi scheme falsely promising high annual returns with minimal to no risk to investors in the Vietnamese community of Orange… Read More

What is a NYSE Control Company Anyway? NYSE Attorneys

Public Companies that qualify as a “Controlled Company” with securities listed on the Nasdaq Stock Market (NASDAQ) or the New York Stock Exchange (NYSE), must comply with the exchange’s continued listing standards to maintain their listings. Nasdaq and the NYSE have adopted qualitative listing standards.  Companies that do not comply with these corporate governance requirements may lose their listing status.

SEC Obtains Final Judgments Against Investment Adviser, Goldsky Asset Management

On January 2, 2019, a federal district court entered final consent judgments against an Australia-based investment adviser, Goldsky Asset Management, LLC, and its owner, Kenneth Grace, for making false and misleading statements about its business in filings with… Read More

The Bad Actor Rule of Rule 506(d) – Securities Lawyer 101

Rule 506(c) is not available to certain bad actors. The bad actor rule prohibits an issuer from relying on the exemption if the issuer or certain other persons are subject to certain “Disqualifying Events”.

SEC Charges Texas Radio Host for Ponzi Scheme Targeting Elderly Investors

The SEC announced on March 12, 2019 that it has charged Texas resident William Neil “Doc” Gallagher-the self-styled “Money Doctor” featured on three Dallas-area radio stations-in an emergency action to shut down a $19.6 million Ponzi scheme targeting… Read More

Do State Blue Sky Laws Apply To Rule 506(c) Offerings? Going Public Lawyers

Securities Lawyer 101 Blog Issuers are often unaware of the state laws that apply to their private placements prior to completion of their going public transactions. Federal securities laws require that the purchase or sale of a security… Read More

SEC Settles with Joseph Frank Vacante, Biotech Insider Trader

The SEC charged  on February 21, 2019, Joseph Frank Vacante, a former employee of a biotech company with insider trading on confidential information regarding the company’s withdrawal of certain products from consideration by the U.S. FDA. Joseph Frank… Read More

SEC Obtains Final Judgment Against Joseph Frank Vacante, Former Broker for Defrauding Customers

On March 1, 2019, a federal district court entered a final consent judgment against broker, William Gennity who was charged with defrauding customers by making unsuitable and unauthorized trades and churning customers’ accounts that enriched the broker at… Read More

SEC Announces Settlement Against Former Investment Adviser, James Polese

On February 22,2019 the SEC announced  the entry of a final judgment against James Polese, a former investment adviser at a large financial institution who was charged with misappropriating client funds. On January 31, 2018, the Commission filed… Read More

SEC Obtains Final Judgments Against Mathias Francisco Sandoval and Maria Cidre, Former General Cable Corp, CEO and Former CFO of General Cable Corp.

On February 20, 2019, the U.S. District Court for the Southern District of Florida entered final judgments on consent against Mathias Francisco Sandoval Herrera and Maria D. Cidre, the former Chief Executive Officer and former Chief Financial Officer,… Read More

Restricted Legends, Removal Requirements, Rule 144 for Shells – Tradability Legal Opinions

The Securities Act of 1933, as amended (the “Securities Act”) does not require that issuers place restricted legend (“Restricted Legends” or “Restrictive Legend“) on certificates representing restricted securities.   It has become routine for public companies and private companies seeking… Read More

Rule 163B and Testing the Waters

On February 19, 2019, the SEC posted a new proposed rule intended to make it possible for all issuers to “test the waters” when contemplating a public offering of securities. Until now, only issuers considered emerging growth companies… Read More

SEC Files Charges against Joshua Sason in Elaborate Microcap Stock Fraud

On February 15, 2019  the SEC announced charges against four individuals and related businesses for their roles in two microcap frauds and unlawful securities offerings. In sum, the alleged illegal transactions resulted in proceeds of more than $25… Read More

SEC Charges Cognizant and Two Former Executives With FCPA Violations

On February 15, 2019, Cognizant Technology Solutions Corporation has agreed to pay $25 million to settle charges that it violated the Foreign Corrupt Practices Act, and two of the company’s former executives were charged for their roles in… Read More

Can Finders Raise Money Q & A – Going Public Lawyers

Posted By Brenda Hamilton, Securities Lawyer It is not unusual for a private or public company to be approached by a person (“Finder”) who offers to locate investors in exchange for a success fee. Most finders are not registered as… Read More

SEC Charges Former Executives of Lucent Polymers, a Plastics Manufacturer with Fraud

On February 12, 2019, the SEC charged two former high-ranking executives,  of an Indiana-based plastics manufacturer with concealing from potential buyers of the manufacturer the fact that the company’s core business model was a sham. According to the… Read More

Court Imposes Lifetime Officer-And-Director Bars On Michael J. Kipp, Swisher’s former CFO, and Joanne K. Viard

A federal district court has permanently barred two former corporate officers of a North Carolina-based hygiene and sanitation company from serving as officers or directors of public companies. The SEC charged the two officers of Swisher Hygiene, Inc., Michael… Read More

SEC Obtains Final Judgment Against Niket Shah in Ponzi Scheme Targeting Retail Investors

The SEC obtained a final judgment on February 8, 2018, against Niket Shah, a New Jersey resident who was charged last year by the agency with stealing more than $250,000 in a Ponzi scheme in which his friends… Read More