Six Years Later – U.S. v Ross Mandell

In July 2009, Ross Mandell, founder of Sky Capital Holdings, Ltd., a venture capital firm and brokerage, was arrested by the Federal Bureau of Investigation and charged with violating the Securities Exchange Act of 1934.  According to the… Read More

Can I Issue Free Trading Shares Under Rule 504? Going Public Lawyers

Despite numerous SEC enforcement actions, Rule 504 of Regulation D of the Securities Act remains a commonly misused exemption particularly in dilution schemes. The popularity of Rule 504 is simple – the Rule 504 exemption provides a way… Read More

SEC Charges Frederick Elm and Elm Tree Investment Fund LP

On January 21, 2015, the Securities and Exchange Commission (the “SEC”) announced fraud charges and an asset freeze against a Fort Lauderdale, Florida-based investment advisory firm, its manager, and three related funds in a scheme that raised more… Read More

Who Has To File Form 144?

Rule 144 of the Securities Act of 1933, as amended provides a safe harbor for certain public resales of securities, if certain conditions are met.  Rule 144 applies to unregistered shares acquired directly from an issuer, (“restricted securities”),… Read More

Just What Is A Security Anyway? – Going Public Lawyers

Below is a teaser from the new e-book by Michael T. Williams, a going public lawyer and Best-Selling Amazon E-Book author.  The book will be available to the public in a few weeks. Your are only subject to… Read More

What Happens If I Forget To File My Form D? Going Public Lawyers

Securities Lawyer 101 Blog The most common exemptions from registration for both public companies and private companies seeking to go public are those provided by Regulation D of the Securities Act of 1933, as amended (“Securities Act”).  Many… Read More

Do I Have to Disclose Payments To a Finder?

Companies seeking capital are frequently approached by intermediaries who offer to locate investors in exchange for a fee.  Most intermediaries also known as “finders” are not registered as broker-dealers with the Securities and Exchange Commission (the “SEC”).  These… Read More

How Do I Spin-Off My Subsidiary? Going Public Lawyer

Securities Lawyer 101 Blog A spin-off (“Spin-off”) involves a transaction in which a parent company (“Parent”) distributes shares of its subsidiary (“Subsidiary”) to the Parent’s shareholders so that the Subsidiary becomes a separate, independent company.  Spin-off shares are… Read More

FINRA Expels John Thomas Financial & Bars Tommy Belesis

On January 9, 2015, The Financial Industry Regulatory Authority (“FINRA”) announced that a hearing panel expelled John Thomas Financial, and barred its Chief Executive Officer, Anastasios “Tommy” or “Thomas”) Belesis, from the securities industry for violations in connection… Read More

What Is SEC Form 5 & When Is It Due? Securities Lawyer 101

Section 16 of the Securities Exchange Act of 1934 requires that officers, directors and holders of more than 10% of a company’s equity securities disclose their ownership of, and transactions in, equity securities, including stock options, warrants and… Read More

How Do I Go Public on the OTC Pink? – Going Public Lawyer

Securities Lawyer 101 Blog Many private companies that go public are opting for the listing on the OTC Market’s OTC Pinks due to the increased costs and more stringent regulations associated with Securities and Exchange Commission (“SEC”) reporting. … Read More

How Does a Sponsoring Market Maker Get a Ticker? Form 211 and Rule 15c-211

Securities Lawyer 101 Blog The last step in going public transactions is most often obtaining a stock trading or ticker symbol from the Financial Industry Regulatory Authority (“FINRA”).  For a company to obtain a ticker, a market maker… Read More

What Is a Reverse Merger Super 8-K? Going Public Lawyer

Securities Lawyer 101 Blog The Securities and Exchange Commission (“SEC”), Division of Corporate Finance  frequently notes disclosure failures of reverse merger transactions in Form 8-K also known as “Super 8-K”.  This blog post summarizes SEC staff comments in response… Read More

And The Beat Goes On – Tennessee Adopts Crowdfunding

While the SEC (after 700 days) has not adopted its final equity crowdfunding regulations, Tennessee’s entrepreneurial efforts have moved forward. Tennessee’s new crowdfunding law known as “Invest Tennessee Exemption” became effective on January 1, 2015.  The new law… Read More

What is a Form 144 Notice of Sales? Going Public Lawyer

Securities Lawyer 101 Blog Rule 144 requires that a “Notice of Sale” on Form 144 be filed by any person for whose account the securities are being sold if the person is an affiliate at the time of sale,… Read More

Reverse Mergers & Form 10 Shells

Form 10 Shells are often sold for reverse merger transactions.  A Form 10 shell is a company with no or nominal operational activity that are “Public Companies” meaning they are obligated to file reports with the Securities and… Read More

Paying Consultants & Stock Promoters With Stock – Going Public Lawyers

Shares registered on Form S-8 can only be used to compensate a natural person and not a corporation or other entity.

Why Companies Need a Going Public Attorney

A Going public attorney can help ensure that a Company’s offer and sale of securities comply with both state and federal securities laws. Going public is an intricate process that can be structured a variety of ways. It is important to have an… Read More

When Is Form 10-K Due? Securities Lawyer 101

Securities Lawyer 101 Blog A public company must file an annual report on Form 10-K following the end of each of its fiscal year. The first Form 10-K deadline is 90 days after the end of the first fiscal year… Read More

DTC Conspiracy Theories Continue In 2015

Securities Lawyer 101 Blog We continue to receive inquiries from management and shareholders of public companies about the Depository Trust Company (“DTC”).  Many of these people assert that there is a larger DTC conspiracy in the works.  Frequently,… Read More

What Does a Going Public Lawyer Do Anyway?

The role of the Going Public Lawyer is one of the most important in the going public process. The Going Public Lawyers at Hamilton & Associates Law Group have provided private companies with their going public solutions for… Read More

Can Form S-1 Be Used To Go Public ? l Going Public Lawyers

Going Public Bootcamp – Securities Lawyer 101 Blog Form S-1 is the basic registration statement form used to register securities. Form S-1 can be used to register securities for which no other form is authorized or prescribed, except securities… Read More

Can I Go Public With an Exchange Act Registration Statement?

Securities Lawyer 101 Blog All public companies whose securities are registered on a national securities exchange, and generally issuers  whose assets exceed $10,000,000 with a class of equity securities held by 500 or more persons, must register a… Read More

What is Stock Scalping ? Securities Lawyer 101

Securities Lawyer 101 Blog Stock promoters often engage in what is known as stock scalping.  Stock scalping is the illegal and deceptive practice of recommending that others purchase a security while secretly selling the same security.  In recent… Read More

Tips for Going Public With a Direct Public Offering

Direct Public Offering Lawyer – Securities Law Blog More and more issuers going public opt for a direct public offering. In a direct public offering management sells shares of the company’s stock directly to investors, rather than through… Read More

Public Company Disclosure Controls and Procedures

Securities Lawyer 101 Blog To back up the officer and director certifications in periodic reports, issuers must establish and maintain a system of disclosure controls and procedures designed to ensure that the company records, processes, summarizes and discloses on a… Read More

Form 8-K Disclosure of Shareholder Meetings

Companies with a class of securities registered under the Securities Exchange Act of 1934, as amended are required to file periodic reports with the Securities and Exchange Commission (“SEC”).  These reports include annual reports on Form 10-K, quarterly… Read More

Crowdfunding Platforms to Watch in 2015

It has been more than a year and the SEC has not finalized its rules with respect to equity crowdfunding under the Title III of the JOBS Act, which would allow an issuer to raise up to $1… Read More

E-Cigarette Scams – American Heritage International

Securities Lawyer 101 Blog Last week, the Financial Industry Regulatory Agency (“FINRA”) issued an investor alert concerning companies touting new technology for electronic cigarettes, often called e-cigarettes.  The SEC recently announced a trading suspension of American Heritage International… Read More

What is a Sponsoring Market Maker? Sponsoring Market Maker Lawyers

  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… Read More