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

Why Does a Company Go Public? Going Public Attorneys

Going public is a big step for any company. The process of “going public” is complex and at times precarious. While going public offers many benefits it also comes with risks and quantities of regulations with which issuers… 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

SEC Amends Smaller Reporting Company Definition

Last month, the Securities & Exchange Commission (SEC) adopted amendments to its definition of a “Smaller Reporting Company” which increases the number of companies that are allowed to provide reduced disclosures to comply with their SEC Reporting Requirements. The effective date of… Read More

OTC Markets OTCQB, OTCQX, OTC Pink Quotation, Listing and Disclosure

Public companies with shares traded on OTC Markets OTC Link® ATS are organized into three unique market places. In part, the trading market depends upon whether the issuer is required to comply with the SEC Reporting Requirements. The… Read More

How to Go Public Using Form S-1 – Going Public Lawyers

Using a Form S-1 Registration Statement to Go Public Private companies that go public commonly use a registration statement (“Registration Statement”) on Form S-1 under the Securities Act of 1933, as amended (the “Securities Act”) to go public…. Read More

Regulation A+ 2018 Shelf Offerings

Posted by Brenda Hamilton, Securities Attorney Regulation A also known as Regulation A+ provides an existing exemption from registration for smaller issuers of securities. Regulation A+ offerings can be used in combination with direct public offerings and initial public offerings as part of a Going Public Transaction.  One key benefit of… Read More

Use of Proceeds In Form S-1 Registration Statements – Form S-1

Companies going public with Form S-1 have several options in how to structure their transaction when registering securities with the Securities and Exchange Commission (“SEC”).  Form S-1 enables issuers to raise capital using the registration statement or register… Read More

What Is a Private Placement Offering? Securities Lawyer 101

Securities Lawyer 101 Blog The Securities Act of 1933 (the “Securities Act”) provides for a private offering or private placement exemption from federal securities registration which is increasingly being used by companies seeking to raise capital during market downturns and… Read More

Form S-1 Summary Information- Securities Attorney 101

Form S-1 is the most commonly used registration statement statement filing with the Securities and Exchange Commission (“SEC”). This blog post addresses the summary information section of Form S-1. The requirements of the section are located in Items 501 and… Read More

Regulation A +, Going Public Direct and Offering Integration

  The Regulation A + offering integration rules prevent companies from improperly avoiding registration by dividing a single securities offering into multiple securities offerings to take advantage of Securities Act exemptions that would not be available for the combined offering.  Regulation A… Read More