NASAA Announces Form D Electronic Filing Portal
The North American Securities Administrators Association (“NASAA”) has launched its Electronic Filing Depository (“EFD”) for Rule 506 Form D filings. NASAA’s EFD was created to allow companies to post Form D’s for Rule 506 offerings online through NAASA’s EFD website. Rule 506 of Regulation… Read More
SEC Proposes Exchange Act Registration Thresholds
On December 18, 2014, the SEC issued proposals required by the JOBS Act intended to permit non-reporting issuers to delay or avoid becoming SEC reporting companies. To accomplish this, the Securities Exchange Act of 1934, as amended (the “Exchange Act”) was… Read More
SEC Charges Staten Island Company in Boiler Room Scam
On December 18, 2014, the Securities and Exchange Commission (“SEC”) charged a Staten Island company called Premier Links Inc. and its former president and two sales representative, Dwayne Malloy, Chris Damon, and Theirry Ruffin, with running a boiler… Read More
Operator of a Ponzi Scheme Uses Proceeds to Cryogenically Freeze Wife
Ponzi schemes are nothing new, but unwary investors continue to fall for them, lured by the prospect of improbably large returns. Typically, the scammer who runs the ponzi scheme makes few actual investments in the markets; they simply… Read More
SEC Proposes Amendments to Implement JOBS Act
On December 19, 2014, the SEC approved the issuance of proposed amendments to revise the rules related to the thresholds for registration, termination of registration, and suspension of reporting under Section 12(g) of the Securities Exchange Act. Registration under… Read More
NASAA Launches Rule 506 Form D EFD
Securities Lawyer 101 Blog The North American Securities Administrators Association (“NASAA”) has launched its Electronic Filing Depository (“EFD”) for Rule 506 Form D filings. NASAA’s EFD was created to allow companies to post Form D’s for Rule 506 offerings… Read More
SEC Settles Charges Against Joseph Saranello
On December 17, 2014, the Securities and Exchange Commission (the “SEC”) announced settled charges against Joseph Saranello who participated in a pump-and-dump scheme involving the stock of Rudy Nutrition. The SEC previously charged thirteen other individuals in the… Read More
Avon Products Charged with Foreign Corrupt Practices Act Violations
On December 17, 2014, the Securities and Exchange Commission (the “SEC”) charged Avon Products Inc. with violating the Foreign Corrupt Practices Act (FCPA) by failing to put controls in place to detect and prevent payments and gifts to… Read More
Why The Rules That Apply To Transfer Agents Are Passé
On December 17, 2014, Luis A. Aguilar released a public statement about why the rules surrounding transfer agents should be updated and modernized. [1] Unfortunately, the rules governing transfer agents were adopted in the 70’s and 80’s and have… Read More
CANN Settles Lawsuit Against Stephen Calandrella
On September 25, 2014, Advanced Cannabis Solutions, Inc. (“CANN”) sued Stephen G. Calandrella, one of the company’s biggest investors. Though that may seem paradoxical, CANN alleges in a lawsuit that Calandrella critically damaged the company. Last spring, on… Read More
SEC Charges Treaty Energy, Management & Attorney
On December 15, 2014, Securities and Exchange Commission (the “SEC”) charged Treaty Energy Corporation, Ronald L. Blackburn, Andrew V. Reid, Bruce A. Gwyn, Michael A. Mulshine, Lee C. Schlesinger and Samuel E. Whitley for a stock trading scheme… Read More
Doug Furth Indicted in Kickback Scheme
On December 12, 2014, the Securities and Exchange Commission (“SEC”) filed a civil injunctive action in the United States District Court for the Eastern District of New York, charging Douglas Furth, a stock promoter who resides in Solon, Ohio,… Read More
SEC Sanctions Firms For Lack of Auditor Independence
On December 8, 2014, the Securities and Exchange Commission (the “SEC”) sanctioned eight firms for violating auditor independence rules when they prepared the financial statements of brokerage firms that were their audit clients. The SEC determined that the audit… Read More
SEC Sanctions Bitcoin Stock Exchange Operator
On December 8, 2014, the Securities and Exchange Commission (the “SEC”) announced sanctions against a computer programmer for operating two online venues that traded securities using virtual currencies Bitcoin or Litecoin without being registered as broker-dealers or… Read More
Section 3(a)(10) l The Paper Crime Exemption
Section 3(a)(10) of the Securities Act of 1933 (the “Securities Act”) provides an exemption from registration that permits a company to issue common stock to public investors “in exchange for one or more bona fide outstanding securities, claims… Read More
Executives of Assisted Living Concepts Charged with Fraud
Securities Law Blog On December 3, 2014, the Securities and Exchange Commission (the “SEC”) announced securities fraud charges against Laurie Bebo and John Buono two executives at an assisted living facility accused of listing fake occupants to meet… Read More
FINRA’s OTCBB Replacement To Report Six Digit Trade Prices
Securities Lawyer 101 Blog Recently, the Financial Industry Regulatory Authority (“FINRA”) announced its intention to shut down the OTCBB.com website it had run for many years. FINRA originally tried to sell the site and the accompanying trading platform,… Read More
The SEC Pursues Shell Packer, Joseph Meuse
Securities Law Blog On November 25, 2014, the Securities & Exchange Commission (“SEC”) announced administrative proceedings against Joseph Meuse pursuant to Section 15(b) of the Securities Exchange Act of 1934 (“Exchange Act”). According to the SEC, from April… Read More
Feds to Auction Silk Road Bitcoins Belonging to Ross William Ulbricht
Last week, the US Marshals Service announced that it will hold an auction on December 4, to sell 50,000 bitcoins that belong to Ross William Ulbricht. Ulbricht is alleged to have operated the first Silk Road website that was… Read More
Trends in Bitcoin Regulation
Securities Law Blog On October 27, 2014, FinCEN issued two administrative rulings to companies seeking guidance on whether a company would be required to register as an MSD as defined under… Read More
SEC Censures Eureeca.com For Selling To US Investors
Securities Law Blog On November 12, 2014, the Securities and Exchange Commission (the “SEC”) censured Eureeca.com, a Cayman Islands-based crowdfunding website for its failure to implement procedures “reasonably designed” to prevent U.S. investors from using its funding portal… Read More
SEC Suspends Trading in Ebola Tickers
The Securities and Exchange Commission (the “SEC”) suspended trading in four companies that claim to be developing products or services in response to the Ebola outbreak, citing a lack of publicly available information about the companies’ operations. The SEC… Read More
SEC Charges Eric Van Nguyen, Jay Fung and Anthony Thompson
On November 17, 2014, the Securities and Exchange Commission (the “SEC”) charged three penny stock promoters with conducting pump-and-dump schemes involving stocks they were touting in purported independent newsletters. The SEC alleges that Anthony Thompson, Jay Fung, and… Read More
Joseph Noel Charged In Stock Scalping Scheme
Securities Lawyer 101 Blog On November 17, 2014, the Securities and Exchange Commission (the “SEC”) charged Joseph Noel, the Chief Executive Officer of YesDTC Holdings, a San Francisco-based penny stock company. Noel is charged with defrauding investors by… Read More
FINRA Investor Survey Reveals Support for Regulatory Protections
Securities Law Blog The Financial Industry Regulatory Authority (FINRA) recently released a survey of U.S. investors designed to measure perceptions of fairness and to gauge demand for additional regulatory protections. FINRA’s Investor Survey was conducted October 7… Read More
CFTC Addresses the Use of Rule 506 By Commodity Pool Operators
Securities Law Blog The Commodity Futures Trading Commission (the “CFTC”) recently issued an Exemptive Relief letter No. 14-116 allowing certain operators of commodity pools (Commodity Pool Operators) to rely upon Rule 506 for certain securities offerings. Exemptive Relief… Read More
FINRA Addresses Confidentiality Provisions In Notice 14-40
Securities Law Blog In FINRA Regulatory Notice 14-40, members are cautioned that it is a violation of FINRA Rule 2010- Standards of Commercial Honor and Principles of Trade- to incorporate confidentiality provisions into settlement agreements where the provisions… Read More
NASDAQ Submits Proposals Requiring Public Disclosure of Denied Listing Applications
On October 30, 2014, NASDAQ submitted a proposal addressing initial NASDAQ listing applications. The proposals include that a company could withdraw its initial listing application at any time. NASDAQ’s policies have always permitted a company to withdraw its… Read More
