What is a Private Placement Memorandum – PPM? Going Public Lawyers
A private placement memorandum sometimes called a PPM is used by private companies in going public transactions and by existing public companies to raise capital by selling either debt or equity in an exempt offering.
SEC Adopts Amendments to Simplify and Update Disclosure Requirements
The Securities and Exchange Commission announced that it has voted to adopt amendments to certain disclosure requirements that have become duplicative, overlapping, or outdated in light of other Commission disclosure requirements, U.S. Generally Accepted Accounting Principles (GAAP), or changes… Read More
SEC Charges Ameriprise Financial Services for Failing to Safeguard Client Assets
The Securities and Exchange Commission announced that Ameriprise Financial Services Inc. will pay $4.5 million to settle charges that it failed to safeguard retail investor assets from theft by its representatives. According to the SEC’s order, five Ameriprise… Read More
Rule 506 Roadmap l Ask Securities Lawyer 101
Private placement offerings under Rule 506 of Regulation D of the Securities Act of 1933, as amended (the “Securities Act”) are a cost effective and relatively quick way for private companies to raise capital prior to their going public… Read More
SEC Adopts Rule Amendments to Improve Municipal Securities Disclosure
The Securities and Exchange Commission adopted amendments to enhance transparency in the municipal securities market. The adopted amendments to Rule 15c2-12 of the Securities Exchange Act will focus on material financial obligations that could impact an issuer’s liquidity,… Read More
Merrill Lynch Settles SEC Charges of Undisclosed Conflict in Advisory Decision
The Securities and Exchange Commission announced that Merrill Lynch, Pierce, Fenner & Smith has agreed to pay approximately $8.9 million to settle charges that it failed to disclose a conflict of interest arising out of its own business interests in… Read More
SEC Charges Technology Fund Adviser Michael B. Rothenberg, Founder in Fraudulent Scheme
The Securities and Exchange Commission charged 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…. Read More
How to Spot a Penny Stock Scam
Have you ever played a penny stock? Or invested in one you believed or hoped was real, perhaps even the Next Big Thing? If so, you probably know the roads in Pennyland are full of potholes. Many of… Read More
SEC Chairman Clayton Announces Additional Investor Roundtable in Baltimore for Main Street Investors to ‘Tell Us’ About Their Investor Experience
Securities and Exchange Commission Chairman Jay Clayton announced that an additional investor roundtable to discuss the Commission’s recently proposed rules regarding the obligations of financial professionals to investors will be held in Baltimore on the evening of Sept…. Read More
SEC Charges Endurance International Group Holdings Inc. Executives With Inflating Operating Metrics
The Securities and Exchange Commission announced settled charges with two former top officers of Endurance International Group Holdings Inc. for overstating the company’s subscriber base, and charged a former executive of Constant Contact Inc. for making similar misrepresentations. … Read More
Barry Miller, Associate Director in Division of Investment Management, to Leave SEC After More Than 40 Years of Public Service
The Securities and Exchange Commission announced that Barry D. Miller, Associate Director of Disclosure Review and Accounting in the Division of Investment Management, will retire from the SEC at the end of this month after more than 40… Read More
SEC Files Charges Gannon Giguiere in Busted Microcap Schemes
On July 13, 2018 The Securities and Exchange Commission charged a stock promoter and four others involved in an alleged series of microcap fraud schemes that were foiled by FBI undercover work and an SEC trading suspension. According… Read More
Former CEO Kevin Modany and CFO Daniel Fitzpatrick of ITT Barred and Ordered to Pay Penalties
The Securities and Exchange Commission announced on July 6, 2018 settlements with two former senior executives of ITT Educational Services Inc., which the SEC charged hid its true financial condition from investors. This resolution successfully concludes the SEC’s case, which… Read More
SEC Files Additional Charges in Fitbit Stock Manipulation Scheme Against Mark Burns And Robert Murray
On July 11, 2018 The Securities and Exchange Commission filed fraud charges against a second defendant in connection with a scheme to manipulate the price of Fitbit securities through false regulatory filings. According to the SEC’s complaint, Mark… Read More
SEC Charges Credit Suisse With FCPA Violations
The Securities and Exchange Commission announced on July 5, 2018 that Credit Suisse Group AG will pay approximately $30 million to resolve SEC charges that it obtained investment banking business in the Asia-Pacific region by corruptly influencing foreign officials in… Read More
SEC Charges KBR for Inflating Key Performance Metric and Accounting Controls Deficiencies
On July 2, 2018 The Securities and Exchange Commission charged global engineering and construction company KBR Inc. with inflating a key, non-financial statement performance metric known as work in backlog. KBR agreed to pay a $2.5 million penalty to settle the… Read More
SEC Charges BGC Financial For Failure to Preserve Documents and Maintain Accurate Books and Records
The Securities and Exchange Commission announced on July 17, 2018 that New York-based broker-dealer BGC Financial has agreed to pay a $1.25 million penalty to settle charges that it failed to preserve audio files sought by the SEC and inaccurately… Read More
SEC Files Charges Core Performance Management LLC, RMR Asset Management Co in Municipal Bond “Flipping” and Kickback Schemes
The Securities and Exchange Commission charged two firms and 18 individuals in a scheme to improperly divert new issue municipal bonds to broker-dealers at the expense of retail investors. According to the SEC’s complaint, the defendants – known in… Read More
SEC Charges Cloud Communications Company and Senior Executives Mark Greenquist And Michael Swade With Misleading Revenue Projections
The Securities and Exchange Commission charged a cloud communications company and two executives with providing misleading quarterly revenue estimates. The company and executives agreed to pay over $1.9 million in penalties to settle the SEC’s charges. According to… Read More
Foreign Private Issuers NYSE Audit Committee Requirements
The New York Stock Exchange (NYSE) corporate governance standards are contained in Section 303A of the NYSE Listed Company Manual. The NYSE corporate governance standards apply to all US companies that are listing or have listed equity securities… Read More
Section 4(a)(2) and Rule 506(b) Exempt Offerings – Securities Lawyer 101
Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”) exempts Rule 506(b)securities offerings from the SEC’s registration requirements when the transactions are by an issuer and do not involve a public offering of securities. Rule 506(b) is frequently used by private companies not engaging in general solicitation and advertising.
Foreign Private Issuer NYSE Audit Committee Requirements
The New York Stock Exchange (NYSE) corporate governance standards are contained in Section 303A of the NYSE Listed Company Manual. The NYSE corporate governance standards apply to all US companies that are listing or have listed equity securities… Read More
SEC Charges U.S. Congressman Christopher Collins and Others With Insider Trading
The Securities and Exchange Commission announced on Aug. 8, 2018 the filing of insider trading charges against Congressman Christopher Collins, the U.S. Representative for New York’s 27th Congressional District, his son, Cameron Collins, and a third individual, Stephen Zarsky…. Read More
Regulation A+ Guidebook
Overview of the Regulation A+ Exemption On March 25, 2015, The Securities and Exchange Commission (the “SEC”) adopted final rules to implement Section 401 of The Jumpstart Our Business Startups (JOBS) Act by expanding Regulation A into two… Read More
What Are the SEC Reporting Requirements After My Form S-1 ls Effective?
Once the SEC staff declares your company’s Securities Act registration statement on Form S-1 effective, the company becomes subject to the SEC’s reporting requirements under the Securities Exchange Act of 1934. These rules require your company to file annual reports… Read More
SEC Charges William McFarland and Others With $27.4 Million Offering Fraud
The Securities and Exchange Commission announced on July 24, 2018 that New York entrepreneur William Z. (Billy) McFarland, two companies he founded, a former senior executive, and a former contractor agreed to settle charges arising out of an extensive, multi-year… Read More
SEC Charges Howard Appel in Stock Manipulation Scheme
On July 27, 2018 The Securities and Exchange Commission charged Howard Appel with manipulating the stocks of three microcap companies while on supervised release following his criminal conviction for a prior securities fraud. According to the SEC’s complaint,… Read More
Yao Li Settles Insider Trading Charges
On July 24, 2018, the Securities and Exchange Commission (SEC) announced that Yao Li, a senior executive at a Silicon Valley fiber optics company agreed to settle charges that he made nearly $200,000 in illicit profits by trading on… Read More
SEC Charges John Paulsen for Aiding & Abetting Pay-To-Play Scheme
On July 26, 2018, the Securities & Exchange Commission (“SEC”) filed a civil injunctive action against John A. Paulsen, a former managing director and fixed income research analyst at a registered broker-dealer, for aiding and abetting a pay-to-play… Read More
