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

The Cato Institute Files Action Challenging SEC Gag Orders

On January 9, the Cato Institute filed suit against the Securities & Exchange Commission (the “SEC”), its chairman Jay Clayton, and its secretary Brent J. Fields.  For decades, questions have been raised, and criticisms offered, of the SEC’s longstanding practice of… Read More

SEC Charges Robert Alexander, Founder of Online Gaming Company for Defrauding Investors

On February 7,2019, the SEC charged Robert Alexander with fraudulently raising approximately $9 million from more than 50 individuals by selling investments in Kizzang LLC, a purported online gaming business. According to the SEC’s complaint, among other misrepresentations,… Read More

Form F-1 Foreign Private Issuers and Going Public

A foreign private issuer going public can register an offering of securities under the Securities Act of 1933 (Securities Act) or may register a class of equity securities under the Securities Exchange Act of 1934 (Exchange Act), or… Read More

When is a Form S-1 Confidential? Going Public Securities Lawyers

Form S-1 is a common part of the going public process. In some circumstances Form S-1 filings can remain confidential prior to effectiveness.

Scottsdale and John Hurry Push Back to Stop FINRA Investigation

On December 17, 2018, John Hurry broker dealer, Scottsdale Capital Advisers Corporation sued the Financial Industry Regulatory Authority (“FINRA”), for breach of contract in the U.S. District Court for the District of Columbia.  Scottsdale and its sister company,… Read More

Form F-1 Registration Statement Requirements, Filling, Effectiveness, Going Public

Typically, foreign companies seeking to raise capital attempt to obtain public company status.  Foreign companies that go public in the U.S. can register shares with the Securities and Exchange Commission (“SEC”) pursuant to the Securities Act of 1933, as amended (the… Read More

What is a SEC Registration Statement? Going Public Lawyer

The Securities Act of 1933 (the “Securities Act”) is referred to as the “truth in securities” act.  The Securities Act has two stated goals.  These are to require that issuers provide investors with financial and other significant information concerning… Read More

Due Diligence in Accredited Crowdfunding Offerings – Securities Lawyer 101

Even though Accredited Crowdfunding Offerings are exempt under Rule 506(c) and no specific disclosure requirements apply, under most circumstances, the anti-fraud provisions mandate disclosure of certain information to investors

SEC Files Subpoena in Possible Market Manipulation Scheme

The SEC filed a subpoena enforcement action against three penny-stock companies and their CEO – Cherubim Interests, Inc., PDX Partners, Inc., Victura Construction Group, Inc., and Patrick Jevon Johnson – seeking an order directing them to comply with… Read More

SEC Charges Taiwan-Based Insurance, China United with Fraudulent Market Manipulation Scheme

A Taiwan-based insurance company, China United Insurance Service, Inc. and one of its former managers have agreed to settle fraud charges brought by the SEC relating to a scheme to manipulate the company’s trading volume. The complaint alleges that,… Read More

SEC Obtains Judgment Against Former CEO John Place

On November 9, 2018, the SEC obtained a judgment against John Place, a former CEO of a brokerage consulting business who was charged by the SEC in August for his role in a multimillion dollar transition management fraud…. Read More

SEC Obtains Asset Freeze Against Former Thomas Laws CEO Charged with Misappropriating Investor Funds

The SEC announced on December 14, 2018 charges against Thomas Laws, the former CEO of Santa Fe Gold Corporation, for the misappropriation of investor funds. The SEC also obtained an asset freeze against Thomas Laws. The SEC’s complaint, unsealed… Read More

SEC Sues Orange County Investment Adviser, Craig Arsenault for Defrauding Clients

On December 14, 2018 the SEC charged Craig Arsenault, a California investment adviser with misappropriating client funds and misleading his clients about how their money was invested and how their investments were performing. The SEC is seeking an… Read More

SEC Obtains Final Judgment Against Gregory Webb, a Chicago Tech Executive

The SEC has obtained a final judgment against Gregory Webb, the former Chairman and CEO of a company purportedly in the homeland security business. In October 2011, the SEC charged  Gregory E. Webb, the Chairman and CEO of InfrAegis,… Read More

Rule 506 Offerings FAQ By: Brenda Hamilton Attorney

Securities Lawyer 101 Blog Rule 506 Offerings are the most common of the Regulation D exemptions from registration under the Securities Act of 1933, as amended (the “Securities Act”).   It has been approximately a year since the Securities… Read More

Form 10 v Form S-1 Registration Statements – Going Public

Form S-1 and Form 10 each provide unique benefits in the going public process. Additionally, Form S-1 and Form 10 require similar disclosures.

Regulation A+ Q&A

Since Regulation A+ was adopted in 2015, it has gained notable market acceptance.  Regulation A+  provides an  offering that can be used in combination with direct public offerings and initial public offerings as part of a Going Public Transaction allowing the issuer to avoid the… Read More

Regulation A+ , Going Public and Secondary Trading

The Securities & Exchange Commission’s amendments to Regulation A known as Regulation A+ went into effect on June 19, 2015.  Regulation A+ has gained market acceptance not only by issuers quoted on the OTC Markets but also by the… Read More

Form S-1 Registration Statement Filings – Securities Lawyers – Going Public

Form S-1 registration statement filings are used by companies seeking to raise capital and go public.  The Form S-1 filing …

SEC Files Subpoena Enforcement in Possible Market Manipulation Scheme

The SEC filed a subpoena enforcement action against NVC Fund LLC and its principal, Frank Ekejija, seeking an order directing them to comply with an investigative subpoena for documents and testimony. According to the SEC’s application, filed on… Read More

The SEC Declared A Cease and Desist Proceedings with CoinAlpha Advisors LLC.

On December 7, 2018, CoinAlpha Advisors LLC  submitted an Offer of Settlement, which the SEC has determined to accept. CoinAlpha Advisors LLC consented to the Cease-and-Desist Proceedings Pursuant to Section 8A of the Securities Act of 1933, Making… Read More

SEC Voluntary Dismisses All Claims Against Jesse Litvak

On December 6, 2018, the U.S. District Court for the District of Connecticut entered an order dismissing, with prejudice, the U.S. Securities and Exchange Commission’s complaint against Jesse Litvak. The court’s order was based on the SEC’s motion… Read More

SEC Charges Technology Fund Adviser, Founder in Fraudulent Scheme

The SEC charged Michael Rothenberg, the founder of San Francisco-based venture capital funds and his investment advisory firm with overcharging investors to fund personal projects, including sending millions of dollars to his own virtual reality production company. The… Read More

Court Enters Final Judgments in Eb-5 Scheme, Ordering Return of $25.8 Million to Defrauded Chinese Investors

On November 19, 2018, a U.S. District Court for the Central District of California entered final judgments on consent against defendants Edward and Jean Chen, husband and wife, and five entity defendants who had been charged with defrauding… Read More

Owner of Options Trading Website, Mark Suleymanoy Charged for Defrauding Retail Investors

On December 3,2018 the SEC charged Mark Suleymanov of Glen Cove, New York with engaging in an online binary options scheme that defrauded retail investors out of approximately $4 million. The SEC’s complaint alleges that from at least… Read More

David Dreslin and Michael Toups charged with Orchestrating a Fraudulent Public Shell Company Scheme

The SEC announced on December 3,2018 fraud charges against a Florida-based CPA, a former broker, and his spouse, for their roles in a fraudulent scheme involving the creation and sale of a public shell company and false regulatory… Read More

A Kentucky Man, Jared Forrester charged for Role in Nationwide Oil Investment Scheme

The Securities and Exchange Commission charged a 35-year-old Jared Forrester for his role in a scheme that resulted in the fraudulent offering and sale of at least $15 million of securities to more than 150 investors. The SEC’s… Read More

SEC Charges Eric “EJ” Dalius, Network Marketer with Masterminding a Multimillion Dollar Ponzi and Pyramid Scheme

The SEC has charged Eric “EJ” Dalius and seven corporate entities that he controlled with defrauding investors through the promotion and operation of a multimillion dollar Ponzi and pyramid scheme. The SEC alleges that Eric “EJ” Dalius, who… Read More

SEC Charges Self-Described Promoter Eric Landis with Microcap Market Manipulation Scheme

On November 29, 2018, the SEC charged Eric Landis, a self-described penny stock promoter and an entity he controlled with orchestrating a scheme to manipulate trading in at least 97 microcap stocks. According to the SEC’s complaint, Eric… Read More