Court Orders Former F-Squared CEO to Pay Over $13 Million

A federal judge has ordered the co-founder and former CEO of investment management firm F-Squared Investments to pay over $13 million after a federal jury found him liable for making false and misleading statements to investors as the public face… Read More

SEC Charges Robert Ritch in Penny Stock Plan to Pump Stock

On March 9th the Securities and Exchange Commission barred Tobert Ritch, the president of a penny stock company from ever again serving as a public company officer or director after he was caught making false and misleading statements… Read More

SEC Charges Brian Sodi, the Penny Stock “Mailman” With Scalping Investors In Gold Mining Stocks

The Securities and Exchange Commission has charged Brian Sodi, a penny stock promoter based in Florida with defrauding investors in a pair of gold mining stocks by secretly amassing shares before touting the companies publicly.  He allegedly sold… Read More

Electronic Transaction Clearing -ETC- Charged With Repeatedly Putting Customer Assets At Risk

On March 19th the Securities and Exchange Commission announced that Electronic Transaction Clearing (ETC), a registered broker-dealer headquartered in Los Angeles, has agreed to settle charges that it illegally placed more than $25 million of customers’ securities at risk… Read More

Foreign Affiliates of KPMG, Deloitte, BDO Charged in Improper Audits

On March 13th the Securities and Exchange Commission charged foreign affiliates of KPMG, Deloitte & Touche, and BDO for their involvement in audit work that circumvented the full oversight of the Public Company Accounting Oversight Board (PCAOB). The… Read More

Former Equifax Executive, Jun Ying Charged With Insider Trading

On March 14th the Securities and Exchange Commission charged Jun Ying, a former chief information officer of a U.S. business unit of Equifax with insider trading in advance of the company’s September 2017 announcement about a massive data… Read More

SEC Proposes Targeted Changes to Public Liquidity Risk Management Disclosure

On March 14, 2018, the Securities and Exchange Commission proposed amendments to public liquidity risk related disclosure requirements for certain open-end investment management companies.  Under the proposal, funds would discuss in their annual report the operation and effectiveness… Read More

Sponsoring Market Makers 101 – Form 211 and 15c-211 Requirements

The Role of Market Makers in Going Public Transactions Market Makers play a critical role in the going public process when compiling information required by Rule 15c-211 and submitting the Form 211. The last step in  a going… Read More

SEC Files Action Against Ariel Quiros & Jay Peak Resort

According to an SEC complaint filed in 2016 in federal court in Miami, Ariel Quiros allegedly misused more than $50 million in investor funds to purchase a different ski resort and to fund personal expenses such as income taxes and… Read More

Will My Rule 506 Offering Be Integrated? – Going Public Attorneys

Issuers should consider the impact of offering integration when raising funds in Regulation D, Rule 506 offerings.  The integration rule was created to prevent companies from improperly avoiding SEC registration statement rules.

SEC Suspends OTC Markets Issuers-Posted by Brenda Hamilton

On January 9, 2018, the U.S. Securities and Exchange Commission (“SEC”) announced the temporary suspension of trading in the securities of three penny stock issuers: Blacksands Petroleum, Inc. (BSPE), China Education Alliance, Inc. (CEAI), DoMark International, Inc. (DOMK), and… Read More

SEC Charges Operators of $1.2 Billion Ponzi Scheme Targeting Main Street Investors

Last month, the Securities and Exchange Commission (“SEC”) announced charges and an asset freeze involving a Boca Raton Ponzi Scheme.  The SEC alleges that the operators  of the fund bilked thousands of retail investors, many of them seniors, in a $1.2 billion Ponzi scheme. SEC… Read More

OTCQB Listing, Eligibility & Quotation – Going Public Lawyers

Posted by Brenda Hamilton, Securities and Going Public Lawyer OTC Markets Group (“OTC Markets”) requires companies seeking quotation of their securities on the OTCQB® Venture Stage Marketplace (“OTCQB”) have an initial and ongoing $0.01 per share minimum bid… Read More

Calissio Resources – A Special Dividend by Any Other Name

More than two years ago, we published the first in a series of articles about problems surrounding the declaration and payment of a special dividend by penny stock issuer, Calissio Resources Group, Inc. (CRGP).  We followed up with… Read More

Ibrahim Almagarby and Microcap Equity Group LLC Charged by SEC

The Securities and Exchange Commission charged Ibrahim Almagarby and his company with acting as unregistered dealers in the sale of billions of shares of numerous penny stock issuers. The SEC’s complaint, filed in federal district court in south… Read More

John Venditto and Oyster Bay Charged by SEC

On November 21, 2017, the Securities and Exchange Commission (“SEC”) announced Oyster Bay, New York, and its former top elected official with defrauding investors in the town’s municipal securities offerings by hiding the existence and potential financial impact… Read More

SEC Announces Agenda and Panelists for Small Business Forum

On November 20, 2017, the Securities and Exchange Commission (“SEC”) announced the agenda and panelists for the 36th Annual Government-Business Forum on Small Business Capital Formation. The November 30 Small Business event will begin at 9 a.m. Central… Read More

SEC Names Paul Cellupica as Deputy Director

On November 20, 2017, the Securities and Exchange Commission (“SEC”) announced that Paul G. Cellupica has been named Deputy Director of the agency’s Division of Investment Management.  Mr. Cellupica will oversee a number of the division’s strategic, rulemaking,… Read More

Randall James Settles Fraud Charges

On October 27, 2017, Randall James, Nashville, Tennessee resident, who isn’t registered to sell investments, has agreed to settle charges that he defrauded investors in his company Global Maximus Productions, which purportedly produced pay-per-view entertainment and concerts. The SEC… Read More

Osiris Therapeutics Charged With Accounting Fraud

On November 2, 2017, the Securities and Exchange Commission (“SEC”) charged Osiris Therapeutics, a Maryland-based biotech company, and four former top executives with prioritizing revenue growth over lawful accounting and misleading investors in the process. The SEC alleges… Read More

SEC Files Subpoena Enforcement Action against Wynn Gustafson

On October 31, 2017, the Securities and Exchange Commission (“SEC”) announced that the SEC filed an action to enforce compliance with a document subpoena issued and served upon Wynn Gustafson in an SEC investigation captioned In the Matter of… Read More

Thomas Buck Settles Charges

On October 31, 2017, Thomas Buck, former Merrill Lynch broker, has agreed to pay more than $5 million to settle SEC charges that he fraudulently schemed to increase his personal income by obtaining excessive commissions and fees from… Read More

JustInfo LLC Charged for a Futures Trading Scheme

On October 11, 2017, the Securities and Exchange Commission (“SEC”) announced fraud charges against JustInfo LLC, a Kentucky-based entity, a California-based tax preparer who solicited investors on behalf of the entity, and the entity’s majority owner, for lying to… Read More

John Rogicki Charged with Stealing $9 Million

On October 19, 2017, the U.S. Securities and Exchange Commission (“SEC”) charged John Rogicki, a New York-based investment adviser, with defrauding a non-profit charitable foundation out of $9 million. The SEC alleges that John Rogicki, managing director and… Read More

Going Public Bootcamp – Securities Lawyer 101

The going public process involves a number of steps that vary depending on the characteristics of the private company wishing to go public, and whether it will become a Securities and Exchange Commission (“SEC”) reporting company.  A companies seeking public company… Read More

SEC Charges Attorney Marc Celello

On October 5, 2017, the Securities and Exchange Commission (“SEC”) announced that it filed fraud charges against an attorney Marc Celello based on his alleged participation in a Ponzi scheme. The SEC’s complaint, filed in federal court in… Read More

Richard Cody Indicted for Investment Adviser Fraud and Lying to the SEC

On October 5, 2017, Richard Cody, a former investment adviser and broker representative, whom the Securities and Exchange Commission (“SEC”) has charged with defrauding Massachusetts retirees, has been indicted for deceiving and manipulating his former clients concerning the management of… Read More

Robert Stewart Receives Final Judgement

On September 28, 2017, the Securities and Exchange Commission (“SEC”) obtained a final judgment against Robert Stewart, the former chief financial officer of a technology company and certified public accountant, who was charged, along with his son, with conducting… Read More

Aegerion Pharmaceuticals Lied About Sales Metrics

On September 22, 2017, the Securities and Exchange Commission (“SEC”) filed fraud charges against Aegerion Pharmaceuticals, a Massachusetts-based bio-pharmaceutical company, that exaggerated how many new patients actually filled prescriptions for an expensive drug that was its sole source of… Read More

Woodbridge Ordered to Produce Corporate Documents

On September 21, 2017, the Securities and Exchange Commission (“SEC”) obtained an order requiring the Woodbridge Group of Companies LLC, of Sherman Oaks, California, to produce the corporate documents of several company executives and employees, including the President and CEO…. Read More