On June 4, 2015, the Securities and Exchange Commission (SEC) announced an emergency asset freeze of two U.S. brokerage accounts connected to schemes to manipulate the securities of Avon and other stocks, thwarting any ability for fraudsters to cash… Read More
Securities Lawyer 101 Blog Reverse stock splits are often used by public companies to reduce the amount of securities outstanding. A reverse stock split can also be used by private companies in corporate restructurings. Typically in a reverse… Read More
Category: Blog Posts Tags: 15c-211, Dilution, dodd-frank, Expert Market, FINRA Halt, FINRA Processing, FINRA Rule 6490, Forward Split, Forward Stock Split, fraud, Investor Loss, Investor Victims, MULN, nasdaq, nyse, Officer Director Bar, OTC Markets, OTC Pink, OTCQB, Penny Stock, Penny Stock Bar, penny stock scam, penny stock scheme, penny stock sting, ponzi scheme, Public Company, Reverse Merger, reverse split, reverse stock split, Sarbanes-Oxley, Scalping, scam, SEC, SEC Action, SEC Actions, SEC Administrative Proceeding, SEC anti-fraud, SEC Attorney, sec bar, SEC Bounty, SEC Charge, SEC Charges, SEC Claim, SEC Complaint, SEC Defendant, SEC Defense, SEC Defense Attorney, SEC Defense Lawyer, SEC Division of Enforcement, SEC enforcement, SEC enforcement action, SEC Fraud, SEC Halt, SEC Injunction, SEC Investigation, SEC Law Firm, SEC Lawsuit, SEC Lawyer, SEC Litigation, SEC Penny Stock Bar, SEC Reporting Requirements, SEC Section 17(b), SEC Subpoena, SEC Suit, SEC Trading Suspension, SEC Whistleblower, Section 17(b), Section 5 violation, Securities Act, Securities Act Section 17(b), Securities and Exchange Commission, Securities Attorney, Securities Fraud, Securities Indictment, Securities Law Defense, Securities Lawyer, Shell Company, SPAC, stock manipulation, Stock Scalping, stock scheme, Stock Split, Toxic Lender, trading suspension, Transfer Agent, Unregistered broker-dealer, Unregistered Dealer, US GAAP, Wells Notice, zombie ticker
On June 1, 2015, the Financial Industry Regulatory Authority (FINRA) announced that it had launched a campaign promoting BrokerCheck (brokercheck.finra.org). BrokerCheck allows investors to access information about a broker’s employment history, certifications and licenses, as well as regulatory… Read More
On June 3, 2015, the Securities and Exchange Commission announced insider trading charges against four individuals stealing confidential information from investment banks and their public company clients in order to trade in advance of secondary stock offerings. The… Read More
On June 1, 2014, the Securities and Exchange Commission (SEC) announced it had brought charges in a Ponzi Scheme. According to the SEC Charges, the scheme was orchestrated by an investment adviser who took siphoned money from his investment fund and… Read More
Over the past few weeks, we have had multiple requests from investors to review information they received after calls from boiler room sales persons. No doubt the increase in phone rooms has resulted from Rule 506(c) which allows… Read More
On May 28, 2014, the Securities and Exchange Commission released the agenda for its Advisory Committee on Small and Emerging Companies meeting which is scheduled for June 3. The SEC’s meeting will focus on public company disclosure effectiveness, intrastate… Read More
We’ve so far written twice about North Dakota Developments (“NDD”), a real estate Ponzi scheme operated by Daniel J. Hogan and Robert L. Gavin. In the course of the scam, Gavin and Hogan, who are United Kingdom citizens,… Read More
On May 13, 2015, the Securities and Exchange Commission (SEC”) announced that Douglas Parigian pled guilty to criminal charges of conspiracy and securities fraud for his role in an insider trading ring involving trading in the stock of American… Read More
The SEC’s EDGAR system is being updated to prepare for Regulation A+. On April 23, 2015, the SEC adopted changes to Volume I and Volume II of the EDGAR Filer Manual. Revisions include: The revisions to the SEC’s EDGAR filer manual reflect… Read More
Category: Blog Posts Tags: Form 1-A. Form 1-A offering circular, Form 1-K, Form 1-K Annual Reports, Form 1-K Report, Form 1-SA; Form 1-SA Reports, Form 1-U, Form 1-U Report, Form 1-U Reporting, Form 1-Z Report, Form 10, Form 8-A, Form F-1, Form S--1 filing, Form S-1, Form S-1 Attorney, Form S-1 Attorneys, Form S-1 Lawyer, Form S-1 lawyers, Form s-1 registration statement filing, Form S-1. Registration Statement, Go Public, Go Public Direct, going public transactions, Register Securities, Registration Statement, Regulation 1-SA, Regulation A, Regulation A Disclosures, Regulation A Filings, Regulation A Form 1-k, Regulation A Reporting, Regulation A Reports, Regulation A Rule, Reverse Merger, Reverse Merger Transaction, Reverse Mergers, SEC Registration, SEC Registration Statement, SEC Reporting, SEC Reporting Requirement, SEC Reporting Requirements, SEC Reports, SEC Rule, SEC Temporary Rule, Section 12(b), Section 12(g), Securities Act, Securities Exchange Act, Securities Offering, securities offerings, Semi-annual reports on Form 1-SA
On May 5, 2015, the Securities and Exchange Commission (“SEC”) obtained a temporary restraining order against North Dakota Developments, LLC (“NDD”), Robert L. Gavin and Daniel J. Hogan in connection with an elaborate real estate development Ponzi scheme… Read More
On May 3, 2015, The Financial Industry Regulatory Authority (FINRA) announced it has fined Morgan Stanley & Co. $2 million for short sale and short interest reporting and rule violations that spanned a period of more than six years,… Read More
Category: Blog Posts Tags: failure to deliver, Illegal Short Sale, Illegal Short Sellers, Morgan Stanley, Naked Short Selling, Reg SHO, Registered Direct Public Offering, Registration Statement, Regulation A, Regulation A Qualification, Regulation A Reporting, Regulation SHO, Rule 15c2-11, Rule 204T, SEC, SEC Effectiveness, SEC Qualification, SEC Reporting, SEC Reporting Obligations, SEC Reporting Requirements, Securities Act, Securities and Exchange Commission, Securities Attorney, Short Interest Reporting, Short Sale, Short Sale Reporting, Short Seller, Short Selling, short squeeze, Threshold List, Threshold Security, Threshold Security List
On May 15, 2015, the Securities and Exchange Commission (SEC) announced charges and an emergency asset freeze in an alleged advance fee scam involving bogus prime bank instruments. The SEC complaint was filed on May 11, 2015, in… Read More
On May 14, 2015, the Securities and Exchange Commission (SEC) announced that, Steven Palladino pled guilty to 25 counts of criminal contempt charged by the United States Attorney’s Office for the District of Massachusetts based on his repeated… Read More
On May 11, 2015, the Securities and Exchange Commission (“SEC”) instituted administrative proceedings against two penny stock companies, Visual Acumen, Inc., and First Xeris Corp. (FXER). The purpose of the actions was to establish grounds for imposing stop… Read More
Category: Blog Posts Tags: Direct Listing, Direct Listing Requirements, Direct Public Offering, Foreign Company, Foreign Issuer, Foreign Private Issuer, Form 10, Form F-1, Form F-1 Attorney, Form F-1 Attorneys, Form F-1 Capital, Form F-1 Capital Raise, Form F-1 Law Firm, Form F-1 Law Firms, Form F-1 Lawyer, Form F-1 lawyers, Form F-1 Offering, Form F-1 Prospectus, Form F-1 Quiet Period, Form F-1 Registered Offering, Form F-1 Registered Offerings, Form F-1 Registration Statement, Form F-1 Registration Statements, Form F-1 Resale, Form F-1 Resales, Form F-1 Selling Shareholder, Form F-1 Selling Shareholder Requirements, Form F-1 Selling Stockholder, Form F-1 Selling Stockholder Requirements, Form S--1 filing, Form S-1, Form S-1 Attorney, Form S-1 Attorneys, Form S-1 Capital Raise, Form S-1 filing requirements, Form S-1 Law Firm, Form S-1 Law Firms, Form S-1 Lawyer, Form S-1 lawyers, Form S-1 Listing, Form S-1 Offering, Form S-1 Prospectus, Form S-1 Quiet Period, Form S-1 Registered Offering, Form S-1 Registered Offerings, Form S-1 Registration Statements, Form S-1 Resale, Form S-1 Resales, Form S-1 Selling Shareholder, Form S-1 Selling Shareholder Requirements, Form S-1 Selling Stockholder, Form S-1 Selling Stockholder Requirements, Form S-1. Registration Statement, Go Public, Go Public Attorney, Go Public Lawyer, Going Public, Going Public Attorney, Going Public Attorneys, Going Public Law Firm, Going Public Lawyer, Going Public Lawyers, Listing, Prospectus, Prospectus Requirements, Regulation S-K, S-1 Going Public, SEC Quiet Period, SEC Reporting Obligations, SEC Reporting Requirements Selective Disclosure
The last step in a going public transaction is for the company to receive a stock trading or ticker symbol from the Financial Industry Regulatory Authority (“FINRA”). For a company to obtain its ticker symbol, a sponsoring market maker (“Sponsoring Market… Read More
Category: Blog Posts Tags: 15c-211, Direct Listing, Direct Listing Requirements, Direct Public Offering, Foreign Company, Foreign Issuer, Foreign Private Issuer, Form 10, Form 211, Form F-1, Form F-1 Attorney, Form F-1 Attorneys, Form F-1 Capital, Form F-1 Capital Raise, Form F-1 Law Firm, Form F-1 Law Firms, Form F-1 Lawyer, Form F-1 lawyers, Form F-1 Offering, Form F-1 Prospectus, Form F-1 Quiet Period, Form F-1 Registered Offering, Form F-1 Registered Offerings, Form F-1 Registration Statement, Form F-1 Registration Statements, Form F-1 Resale, Form F-1 Resales, Form F-1 Selling Shareholder, Form F-1 Selling Shareholder Requirements, Form F-1 Selling Stockholder, Form F-1 Selling Stockholder Requirements, Form S--1 filing, Form S-1, Form S-1 Attorney, Form S-1 Attorneys, Form S-1 Capital Raise, Form S-1 filing requirements, Form S-1 Law Firm, Form S-1 Law Firms, Form S-1 Lawyer, Form S-1 lawyers, Form S-1 Listing, Form S-1 Offering, Form S-1 Prospectus, Form S-1 Quiet Period, Form S-1 Registered Offering, Form S-1 Registered Offerings, Form S-1 Registration Statements, Form S-1 Resale, Form S-1 Resales, Form S-1 Selling Shareholder, Form S-1 Selling Shareholder Requirements, Form S-1 Selling Stockholder, Form S-1 Selling Stockholder Requirements, Form S-1. Registration Statement, Go Public, Go Public Attorney, Go Public Lawyer, Going Public, Going Public Attorney, Going Public Attorneys, Going Public Law Firm, Going Public Lawyer, Going Public Lawyers, Listing, Prospectus, Prospectus Requirements, Regulation S-K, rule 15c-211, S-1 Going Public, SEC Quiet Period, SEC Reporting Obligations, SEC Reporting Requirements, Sponsoring Market Maker
Moving with unusual speed, the Financial Industry Regulatory Authority (FINRA) halted trading in Riviera Tool Company (RIVT) after the closing bell on May 7, 2015. The action was a U3 Extraordinary Event halt. In a U3, “trading is… Read More
The walls are closing in on former securities attorney John Briner. In the past two months, he’s been criminally charged in the Provincial Court of British Columbia, sued by the U.S. Commodity Futures Trading Commission (“CFTC”), and disciplined… Read More
The Securities Act of 1933, as amended (the “Securities Act”) requires the sale of a security to be registered under the Securities Act, unless the security or transaction qualifies for an exemption from registration. Rule 144 of the Securities… Read More
Category: Blog Posts Tags: Form S-1 filing requirements, Form S-1 Law Firm, Form S-1 Law Firms, Form S-1 Lawyer, Form S-1 lawyers, Form S-1 Listing, Form S-1 Offering, Form S-1 Prospectus, Form S-1 Quiet Period, Form S-1 Registered Offering, Form S-1 Registered Offerings, Form S-1 Registration Statements, Form S-1 Resale, Form S-1 Resales, Form S-1 Selling Shareholder, Form S-1 Selling Shareholder Requirements, Form S-1 Selling Stockholder, Form S-1 Selling Stockholder Requirements, Form S-1. Registration Statement, Go Public, Go Public Attorney, Go Public Lawyer, Going Public, Going Public Attorney, Going Public Attorneys, Going Public Law Firm, Going Public Lawyer, Going Public Lawyers, Legal Opinion, Legend Removal, Legend Removal Opinion, Listing, Prospectus, Prospectus Requirements, Regulation S-K, Rule 144, Rule 144 Legal Opinion, Rule 144 legal Opinions, Rule 144 Legend, Rule 144 Legend Opinion, Rule 144 Legend Removal, Rule 144 Opinion, Rule 144 Resale, Rule 144 Safe Harbor, S-1 Going Public, SEC Quiet Period, SEC Reporting Obligations, SEC Reporting Requirements, Tradability Opinion, Transfer Agent Opinion
A Private Placement Memorandum (“PPM”) is also referred to as a confidential offering circular or memorandum. PPM’s are used by private companies in going public transactions and by existing public companies to raise capital by selling either debt or… Read More
Category: Blog Posts Tags: Accredited Investor, Accredited Investor Verification, Accredited Investor Verification Provider, Form D, Form D Lawyer, Form F-1 Law Firm, Form F-1 Law Firms, Form F-1 Lawyer, Form F-1 lawyers, Form F-1 Offering, Form F-1 Prospectus, Form F-1 Quiet Period, Form F-1 Registered Offering, Form F-1 Registered Offerings, Form F-1 Registration Statement, Form F-1 Registration Statements, Form F-1 Resale, Form F-1 Resales, Form F-1 Selling Shareholder, Form F-1 Selling Shareholder Requirements, Form F-1 Selling Stockholder, Form F-1 Selling Stockholder Requirements, Form S--1 filing, Form S-1, Form S-1 Attorney, Form S-1 Attorneys, Form S-1 Capital Raise, Form S-1 filing requirements, Form S-1 Law Firm, Form S-1 Law Firms, Form S-1 Lawyer, Form S-1 lawyers, Form S-1 Listing, Form S-1 Offering, Form S-1 Prospectus, Form S-1 Quiet Period, Form S-1 Registered Offering, Form S-1 Registered Offerings, Form S-1 Registration Statements, Form S-1 Resale, Form S-1 Resales, Form S-1 Selling Shareholder, Form S-1 Selling Shareholder Requirements, Form S-1 Selling Stockholder, Form S-1 Selling Stockholder Requirements, Form S-1. Registration Statement, Go Public, Go Public Attorney, Go Public Lawyer, Going Public, Going Public Attorney, Going Public Attorneys, Going Public Law Firm, Going Public Lawyer, Going Public Lawyers, Listing, Notice of Sales, Offering Lawyer, Offering Memorandum Lawyer, PPM, PPM Attorney, PPM Lawyer, PPM Offering, Private Placement, Private Placement Attorney Capital Raise, Private Placement Lawyer, Private Placement Offering, Private Placement Offering Memorandum, Prospectus, Prospectus Requirements, Regulation D, Regulation D Attorney, Regulation D Attorneys, Regulation D Capital Raise, Regulation D Form D, Regulation D Funding, Regulation D Law Firm, Regulation D Lawyer, Regulation D Lawyers, Regulation D Offering, Regulation D Requirements, Regulation Form D, Regulation Form D Attorney, Regulation Form D attorneys, Regulation Form D Lawyers, Regulation Form D Offering, Regulation Form D Reporting, Regulation Form D Requirements, Regulation Form D SEC Reporting, Regulation Form D Securities Offering, Regulation S-K, Rule 504, Rule 504 lawyer, Rule 506, Rule 506 (b), Rule 506 Lawyer, Rule 506-c Lawyer, Rule 506(b), Rule 506(c), S-1 Going Public, SEC Quiet Period, SEC Reporting Obligations, SEC Reporting Requirements, Securities Offering Lawyer
On March 25, 2015, the Securities and Exchange Commission (“SEC”) adopted amendments to Regulation A pursuant to the mandate of Section 401(a) of the JOBS Act. These amendments included revamping Form 1-A for Regulation A offerings. Amended A+ was… Read More
The Massachusetts Division of Securities has adopted an emergency intrastate crowdfunding exemption. The new exemption was developed to stimulate job growth for small Massachusetts companies by removing restrictions and allowing greater access to capital with fewer restrictions. The Massachusetts… Read More
Category: Blog Posts Tags: Accredited Investor, Accredited Investor Verification, Accredited Investor Verification Provider, Crowdfund, Crowdfunding, Crowdfunding Capital Raise, Crowdfunding Financing, Crowdfunding Lawyer, Form C, Private Placement, Regulation CF, Regulation CF Attorney, Regulation CF Attorneys, Regulation CF Capital Raise, Regulation CF Crowdfunding, Regulation CF Funding, Regulation CF Law Firm, Regulation CF Lawyer, Regulation CF Lawyers, Regulation CF offering, Regulation CF Requirements, Regulation Crowdfunding, Regulation Crowdfunding Attorney, Regulation Crowdfunding attorneys, Regulation Crowdfunding Lawyers, Regulation Crowdfunding Offering, Regulation Crowdfunding Reporting, Regulation Crowdfunding Requirements, Regulation D, Rule 506, Rule 506 (b), Rule 506-c, Rule 506(c)
FINRA is proposing new rules that will impact algorithic trading strategies. If an individual performs a trade on another person’s behalf, that associated person is required to register with FINRA as an equity trader. The Financial Industry Regulatory Authority… Read More
On April 14, 2015, the operator of a website at Cashflowbot.com was charged in a ponzi scheme. According to the SEC charges, the perpetrator of the ponzi scheme raised money from more than 3,000 investors between January 2012 and… Read More
On April 10, 2015, the Securities and Exchange Commission (“SEC”) announced the temporary suspension of trading in the securities of the following issuers, commencing at 9:30 a.m. EDT on April 10, 2015, and terminating at 11:59 p.m. EDT… Read More
Category: Blog Posts Tags: County, dodd-frank, FBI sting, FBI Undercover, FINRA Halt, fraud, insider trading, Investor Loss, Investor Victims, nasdaq, nyse, Officer Director Bar, OTC Markets, Penny Stock, Penny Stock Bar, penny stock scam, penny stock scheme, penny stock sting, ponzi scheme, pump and dump, Sarbanes-Oxley, Scalping, scam, SEC, SEC Action, SEC Actions, SEC Administrative Proceeding, SEC anti-fraud, SEC Attorney, sec bar, SEC Bounty, SEC Charge, SEC Charges, SEC Claim, SEC Complaint, SEC Defendant, SEC Defense, SEC Defense Attorney, SEC Defense Lawyer, SEC Division of Enforcement, SEC enforcement, SEC Fraud, SEC Halt, SEC Injunction, SEC Investigation, SEC Law Firm, SEC Lawsuit, SEC Lawyer, SEC Litigation, SEC Penny Stock Bar, SEC Reporting Requirements, SEC Section 17(b), SEC Subpoena, SEC Suit, SEC Trading Suspension, Section 17(b), Section 5 violation, Securities Act, Securities and Exchange Commission, Securities Attorney, Securities Fraud, Securities Indictment, Securities Law Defense, Securities Lawyer, SPAC, stock manipulation, stock scheme, trading suspension, Unregistered Dealer, Wells Notice
Posted By Brenda Hamilton, Securities Lawyer In May of 2014, the OTC Markets Group approved new listing requirements for companies seeking quotation of their securities on the OTCQB® Venture Stage Marketplace. To be quoted on the OTCQB® issuers must have… Read More
Category: Blog Posts Tags: Direct Listing, Direct Listing Requirements, Direct Public Offering, Foreign Company, Foreign Issuer, Foreign Private Issuer, Form 10, Form F-1, Form F-1 Attorney, Form F-1 Attorneys, Form F-1 Capital, Form F-1 Capital Raise, Form F-1 Law Firm, Form F-1 Law Firms, Form F-1 Lawyer, Form F-1 lawyers, Form F-1 Offering, Form F-1 Prospectus, Form F-1 Quiet Period, Form F-1 Registered Offering, Form F-1 Registered Offerings, Form F-1 Registration Statement, Form F-1 Registration Statements, Form F-1 Resale, Form F-1 Resales, Form F-1 Selling Shareholder, Form F-1 Selling Shareholder Requirements, Form F-1 Selling Stockholder, Form F-1 Selling Stockholder Requirements, Form S--1 filing, Form S-1, Form S-1 Attorney, Form S-1 Attorneys, Form S-1 Capital Raise, Form S-1 filing requirements, Form S-1 Law Firm, Form S-1 Law Firms, Form S-1 Lawyer, Form S-1 lawyers, Form S-1 Listing, Form S-1 Offering, Form S-1 Prospectus, Form S-1 Quiet Period, Form S-1 Registered Offering, Form S-1 Registered Offerings, Form S-1 Registration Statements, Form S-1 Resale, Form S-1 Resales, Form S-1 Selling Shareholder, Form S-1 Selling Shareholder Requirements, Form S-1 Selling Stockholder, Form S-1 Selling Stockholder Requirements, Form S-1. Registration Statement, Go Public, Go Public Attorney, Go Public Lawyer, Going Public, Going Public Attorney, Going Public Attorneys, Going Public Law Firm, Going Public Lawyer, Going Public Lawyers, Listing, Prospectus, Prospectus Requirements, Regulation S-K, S-1 Going Public, SEC Quiet Period, SEC Reporting Obligations, SEC Reporting Requirements
On March 25, 2015, the Securities and Exchange Commission (“SEC”) adopted amendments to Regulation A pursuant to the mandate of Section 401(a) of the JOBS Act. Amended Regulation A known as “Regulation A+”, expands and modernizes former Regulation… Read More
On April 9, 2015, the U.S. Court of Appeals for the Eleventh Circuit upheld a lower court’s ruling in the U.S. Securities and Exchange Commission v. Big Apple Consulting USA Inc., MJMM Investments, LLC, Marc Jablon and Mark… Read More
The Securities and Exchange Commission (the “SEC”) announced that on April 7, 2015, the U.S. District Court for the Southern District of New York entered a final judgment against Jonathan E. Bryant which ordered him to pay $3,168,184.70… Read More
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 A+ were adopted to facilitate… Read More
Category: Blog Posts Tags: Form 1-A. Form 1-A offering circular, Form 1-K, Form 1-K Annual Reports, Form 1-K Report, Form 1-SA; Form 1-SA Reports, Form 1-U, Form 1-U Report, Form 1-U Reporting, Form 1-Z Report, Form 10, Form 8-A, Form F-1, Form S--1 filing, Form S-1, Form S-1 Attorney, Form S-1 Attorneys, Form S-1 Lawyer, Form S-1 lawyers, Form s-1 registration statement filing, Form S-1. Registration Statement, Go Public, Go Public Direct, going public transactions, Register Securities, Registration Statement, Regulation 1-SA, Regulation A, Regulation A Disclosures, Regulation A Filings, Regulation A Form 1-k, Regulation A Reporting, Regulation A Reports, Regulation A Rule, Reverse Merger, Reverse Merger Transaction, Reverse Mergers, SEC Registration, SEC Registration Statement, SEC Reporting, SEC Reporting Requirement, SEC Reporting Requirements, SEC Reports, SEC Rule, SEC Temporary Rule, Section 12(b), Section 12(g), Securities Act, Securities Exchange Act, Securities Offering, securities offerings, Semi-annual reports on Form 1-SA
