What Are Fiduciary Duties? Going Public Attorneys

A fiduciary duty exists where trust and confidence is placed in another. Fiduciary duties arise in many different contexts in securities matters and the going public process. Fiduciary duties also arise from a written agreement that authorizes another… Read More

Aegis Capital Corporation fined $950,000 By FINRA

Aegis Capital Corporation has been fined $950,000 by the Financial Industry Regulatory Authority over allegations of improper sales of unregistered penny stocks of five issuers and anti-money laundering supervisory failures. As a result, Aegis is also required to… Read More

Going Public Shareholder Requirements l Going Public Lawyers

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. All companies seeking… Read More

Disclosure Obligations in Regulation A+ Offerings

The Anti-Fraud Provisions And  Regulation A+  On March 25, 2015, the Securities and Exchange Commission adopted final rules amending Regulation A. The new rules are often referred to as Regulation A+. These rules are designed to facilitate smaller companies’ access to… Read More

What In The World Is A Security? Going Public Lawyers

A company going public must understand which capital raising methods involve a “security”. A company is only subject to federal and state securities laws if it is selling what is defined as a “security.”  If you are selling stock… Read More

SEC Charges Phillip Kueber – Going Public Attorneys

On July 31, 2015, the Securities and Exchange Commission (the “SEC”) announced it had charged Phillip Kueber, Canadian citizen with conducting a scheme to conceal his control and ownership of penny stock, Cynk Technology Corp.  On July 11,… Read More

Securities Law & 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… Read More

How Do I Use Regulation A+ to Go Public? Sponsoring Market Maker Attorneys

Regulation A offers investors more investment choices and issuers with more capital raising options during their going public transaction. Some confusion has arisen about whether SEC qualification of a Regulation A+ offering will result in the assignment of a stock ticker or trading symbol.  Companies conducting Regulation A+ offerings must submit Form 1-A to to the Securities and Exchange Commission (SEC). Form 1-A is subject to SEC review and the SEC may issue comments to the filing. Once the SEC is satisfied that the required disclosures comply with the securities laws, it will qualify the offering and the company can offer and sell the securities covered by the Form 1-A. The Regulation A+ qualification process is similar to the SEC comment process that applies to registration of securities offerings on Form S-1. 

Oppenheimer Employees Settle Penny Stock Charges

On July 23, 2015, the Securities and Exchange Commission (SEC) announced that three former employees of Oppenheimer & Co. Inc. have agreed to settle charges stemming from the unregistered sales of billions of shares of penny stocks on behalf… Read More

Regulation A+ Primer – Going Public Attorneys

On March 25, 2015, the Securities and Exchange Commission adopted final rules amending Regulation A.  Regulation A is designed to facilitate smaller companies’ access to capital.  Regulation A’s new rules provide investors with more investment choices and issuers with… Read More

Regulation A+ Attorneys – Avoid Reverse Mergers

How To Use Regulation A+ To Go Public Without A Reverse Merger On March 25, 2015, the Securities and Exchange Commission (the “SEC”) adopted amendments to Regulation A pursuant to the mandate of Section 401(a) of the JOBS Act.  The amended rules known as Amended… Read More

Regulation A+ Adds Two New Bad Actor Disqualification Triggers

The final Regulation A+ rules amend Rule 262 to include bad actor disqualification provisions as adopted under Rule 506(d) of Regulation D.  Consistent with the disqualification provisions of Rule 506(d), the final rules add two additional disqualification triggers… Read More

What are SEC Comments? Going Public Attorneys

Securities offerings are regulated by the Securities Act of 1933, as amended, (the “Securities Act”).  Section 5 of the Securities Act requires that securities offerings be registered with the Securities and Exchange Commission (the “SEC”) or be exempt… Read More

SEC Halts Ponzi Scheme Targeting Spanish and Portuguese Communities

On June 30, 2015, the Securities and Exchange Commission (SEC) announced securities fraud charges and an asset freeze against the operators of a pyramid and Ponzi scheme falsely promising a gold mine of investment opportunity to investors in… Read More

Tweeting Your Regulation A+ Offering – Going Public Attorneys

SEC Provides Guidance For Twitter In Regulation A+ Offerings- Testing the Waters On June 19, 2015, new rules expanding Regulation A became effective.  The expanded rules are commonly known as Regulation A+. The new rules which were promulgated… Read More

A Tale of Two Stings: The Amogear and CitySide Reverse Merger

Down the Rabbit Hole We Go Last year, the Securities and Exchange Commission and the U.S. Attorney for the District of Massachusetts charged against five individuals whose attempt to manipulate shares of Amogear Inc. was caught in an… Read More

Regulation A CD&I Released- Going Public Attorneys

On June 19, 2015, new rules expanding Regulation A became effective.  The expanded rule is commonly known as Regulation A+. The new rule which was promulgated under the Jumpstart Our Business Startups Act (JOBS Act), permits certain small companies… Read More

Harold BJ Gallison & Others Indicted – Securities Lawyer 101

On July 14,2015,  the United States Eastern District of Virginia charged Harold Bailey Gallison aka BJ Gallison, aka Bart Williams (“Gallison”), Michael Randles (“Randles”), Ann Marie Hiskey (“Hiskey”), Roger Coleman (“Coleman”), Carl Kruse Sr. (“Kruse Sr.”), Carl Kruse Jr…. Read More

SEC Suspends Smart Ventures, Inc. (SMVR)

On July 14, 2015, the Securities and Exchange Commission (SEC) announced the temporary suspension, pursuant to Section 12(k) of the Securities Exchange Act of 1934 (the “Exchange Act”), of trading of the securities of Smart Ventures, Inc. (“Smart… Read More

Trader Who Ate Post-It Notes Settles Insider Trading Case

On July 13, 2015, the Securities and Exchange Commission (SEC) announced a settlement with Frank Tamayo in connection with his SEC cooperation agreement in an insider trading case.  In that case, illegal stock tips were passed on post-it… Read More

Regulation A+ Pointers For Going Public

An increasing number of issuers seeking to go public are opting for a direct public offering using Regulation A+.  The new rule provides many benefits for small companies seeking to raise capital without the costs of a traditional… Read More

Illinois Court Orders Production of Documents By Navistar in SEC Investigation

  On June 30, 2015, United States Magistrate Judge Sidney I. Schenkier issued an order requiring production of certain documents that Navistar International Corporation (Navistar) claimed to be privileged in response to investigative subpoenas issued by the Securities… Read More

SEC Charges Former Stockbroker with Conducting Ponzi Scheme

On July 1, 2015, the Securities and Exchange Commission (SEC) charged a former stockbroker in Pennsylvania with conducting a Ponzi scheme and stealing investor money to purchase a condominium in Florida, funding his own vacations and other personal expenses…. Read More

Form 10 vs Form 8-A Registration Statements

Simultaneously or subsequent to the effectiveness of a registration statement under the Securities Act of 1933, as amended (the “Securities Act”) for an initial public offering (IPO) or direct public offering (DPO), issuers can file a registration statement under the… Read More

SEC Charges Participants In EB-5 Offering Scheme

On July 6, 2015, the Securities and Exchange Commission (SEC) charged individuals in connection with an EB-5 offering program. According to the SEC complaint, Bingqing Yang and Luca International Group operated a $68 million Ponzi scheme and affinity… Read More

SEC Action: Silverleaf Financial and Dwight Shane Baldwin Charged

  On June 25, 2015, the Securities and Exchange Commission (SEC) filed a civil injunctive action against Silverleaf Financial, LLC and its sole principal Dwight Shane Baldwin in connection with an alleged fraudulent offering. The SEC action alleges… Read More

Neal Goyal Sentenced to Six Years For Ponzi Scheme

  On July 3, 2015, former investment fund manager, Neal Goyal was sentenced to six years in prison for his role in a Ponzi scheme. In addition, Goyal was ordered to pay more than $9.2 million in restitution… Read More

From Congress To The SEC: Get Moving On Crowdfunding

  The JOBS Act was signed into law in April 2012. As its full name—the Jumpstart Our Business Startups Act—suggests, its purpose was to provide new, uncomplicated, and inexpensive ways for small companies to raise money. One of… Read More

Regulation A+ Forms Published- Securities Lawyer 101

  On June 19, 2015, Regulation A+ became effective.  The new rule imposes certain filing requirements with the Securities and Exchange Commission (SEC). Regulation A+ requires certain offering information be reported on Form 1-Z and it imposes ongoing… Read More

Golfer Convicted of Securities Fraud – Going Public Attorney

  On June 17, 20-15, a federal jury convicted amateur golfer, Eric McPhail and Douglas Parigian. McPhail was convicted of conspiracy and securities fraud for his role in an insider trading ring that traded on inside information about… Read More