Securities Lawyer 101 Blog On November 12, 2014, Medbox, Inc. (MDBX) put an end to nearly two weeks of speculation by acknowledging in its 10-Q for the period ended September 30 that the company has received a formal… Read More
On November 10, 2014, Belizean Chief Justice Kenneth Benjamin ordered the removal of a freeze on accounts owned by six defendants in what the U.S. government describes as a $500 million fraud case. The U.S. alleges that three… Read More
On November 6, 2014, U.S. District Attorney’s Office for the Southern District of New York, the Federal Bureau of Investigation (“FBI”) and Homeland Security Investigations (“HSI”) announced the arrest of Blake Benthall in connection with his operation and… Read More
Securities Lawyer 101 Blog The Securities and Exchange Commission (“SEC”) recently issued an Investor Alert warning about the use of investment newsletters and emails as tools for fraud. In this digital age, sensible people know they should be wary… Read More
Going public often refers to the process of a company filing a registration statement under the Securities Act of 1933, as amended to register securities for public sale. Unlike a registration statement on Form S-1, a Registration statement on… Read More
Category: Blog Posts Tags: Class of Securities, Direct Listing, Direct Listing Requirements, Direct Public Listing, Direct Public Offering, DPO, Exchange Act, Foreign Company, Foreign Issuer, Foreign Private Issuer, Form 10, Form 10 Attorney, Form 10 Attorneys, Form 10 Disclosures, Form 10 Effective, Form 10 Going Public, Form 10 Lawyer, Form 10 Lawyers, Form 10 Registration, Form 10 Registration Statement, Form 10 Shell, Form 10 Shell Company, Form 10-K, Form 10-Q, Form 10-Q Periodic Report, Form 8-A, Form 8-A registration statement, Form 8-K, 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, 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 Direct, Go Public Lawyer, Going Public, Going Public Attorney, Going Public Attorneys, Going Public Law Firm, Going Public Lawyer, Going Public Lawyers, Listing, nasdaq, nyse, Periodic Reporting, Prospectus, Prospectus Requirements, Public Company, Public Company Reporting Requirements, Register Securities, Registration Statement, Regulation S-K, S-1 Going Public, SEC Periodic Reporting, SEC Quiet Period, SEC Registration, SEC Registration Statement, SEC Reporting, SEC Reporting Obligations, SEC Reporting Requirements, Section 12(b), Section 12(g), Section 16, Securities Act, Securities Attorney, Securities Exchange Act, Securities Exchange Act of 1934, Securities Lawyer
On November 5, 2014, the Securities and Exchange Commission (the “SEC”) announced enforcement actions against 10 companies for failing to file Current Reports on Form 8-K disclosing financing deals and other unregistered securities sales that diluted their shareholders… Read More
Bitcoin blogs have been buzzing recently with news of an SEC investigation into cryptocurrency companies that the agency apparently believes have engaged in potentially illegal securities issuances. Bitcoin has been controversial since it was “invented” several years ago, in… Read More
Securities Lawyer 101 – Securities Law Blog On October 31, 2014, the Securities & Exchange Commission (the “SEC”) obtained judgments MicroHoldings US, Inc., and its Chief Executive Officer, James Wheeler, in a securities fraud action that was filed… Read More
Posted by Brenda Hamilton Attorney In May of this year, the OTC Markets’ new rules for OTCQB stocks were implemented, as promised. The changes took many issuers and investors by surprise adding significant costs to the going public process. … Read More
Category: Blog Posts Tags: 10-K, 10-Q, 15c-211, Alternative Reporting, Direct Public Offering, Direct Public Offering Attorney, Direct Public Offering Attorneys, Direct Public Offering Lawyer, Exchange Act, Form 1-A, Form 1-K, Form 1-SA, Form 1-Z, Form 211, Form S-1, Form S-1 Attorney, Form S-1 Lawyer, Form SEC, Go Public Direct, Going Public Attorney, Going Public Attorneys, Going Public Lawyer, Going Public Lawyers, Market Maker, OTC Markets, OTC Markets Alternative Reporting, OTC Markets and Sponsoring Market Maker, OTC Markets Attorney, OTC Markets Group, OTC Markets Lawyer, OTC Markets Link, OTC Markets Market Maker, OTC Markets OTC Pink, OTC Markets OTCQB, OTC Markets OTCQX, OTC Markets Sponsoring Market Maker, OTC Pink, OTCQX, Registered Direct Public Offering, Registration Statement, Regulation A, Regulation A Qualification, Regulation A Reporting, Rule 15c2-11, SEC Effectiveness, SEC Qualification, SEC Reporting, SEC Reporting Obligations, SEC Reporting Requirements, Securities Act
Securities Lawyers Gone Wild Series On October 28, 2014, the Securities and Exchange Commission (“SEC”) announced the settlement of an administrative proceeding brought by the agency against Kenneth Eade, a securities attorney licensed to practice in California, but… Read More
Securities Lawyer 101 Blog Texas is the latest state to embrace equity crowdfunding. On October 22, 2014, the Texas State Securities Board approved proposed Rule 139.25, which exempts intrastate securities offerings using crowdfunding. Rule 139.25 will become effective… 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), texas
The Securities and Exchange Commission (“SEC”) rules for crowdfunding remain in limbo, but 12 states have passed legislation allowing intrastate crowdfunding. The SEC as well as state securities regulators have provided meaningful guidance addressing intrastate crowdfunding. One benefit… Read More
Category: Blog Posts Tags: Crowdfunding, Form 10, Form 10 Registration, Form 10 Registration Statement, Form F-1, Form S--1 filing, Form S-1, Form S-1 Attorney, Form S-1 Attorneys, Form S-1 Capital, Form S-1 Capital Raise, 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 statement filing, 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 Attorneys, Going Public Lawyer, Going Public Lawyers, going public transactions, Prospectus, Prospectus Requirements, Regulation S-K, S-1 Going Public, SEC Quiet Period, SEC Registration Statement, SEC Reporting Requirements, securities offerings
Securities Lawyer 101 Blog A spin-off (“Spin-off”) involves a transaction in which a parent company (“Parent”) distributes securities of its subsidiary (“Subsidiary”) to the Parent’s stockholders so that the Subsidiary becomes a separate, independent company. Spin-off securities are… Read More
Securities Law Blog The Financial Industry Regulatory Authority (“FINRA”) recently issued a Risk Alert about Ebola Stock Scams. The Risk Alert warns investors about potential investment scams involving companies that claim to be involved in the development of… Read More
On October 20, 2014, the Securities and Exchange Commission (the “SEC”) announced a final judgment, in an enforcement action filed by the SEC in May 2013, against James Crane, the former Chief Financial Officer of Subaye, Inc., a… Read More
Effective October 17, 2014, the Depository Trust Company (“DTCC”) has reinstated services for the securities of Veltex Corporation (“Veltex”). Stephen G. Macklem, CFO of Veltex quantified in a statement, “Veltex, thru the retention of the Law Offices of Hamilton… Read More
On September 9, 2014, the Securities and Exchange Commission (the “SEC”) published a Risk Alert concerning the obligations of broker-dealers who engage in unregistered penny stock transactions on behalf of their customers. The SEC publication of the staff… Read More
On December 18, 2013, the Depository Trust Company (“DTC”) submitted a proposed rule change to the Securities and Exchange Commission (“SEC”), which regulates its activities. Its aim was to “specify procedures available to issuers of securities deposited at… Read More
Category: Blog Posts Tags: DTC chill, DTC Eligibility, DTC Global Lock, DTC Lock, Form 10, Form F-1, Form S--1 filing, Form S-1, Form S-1 Attorney, Form S-1 Attorneys, Form S-1 Capital, 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 Registered Offering, Form S-1 Registered Offerings, Form s-1 registration statement filing, 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 Direct, Go Public Lawyer, Going Public, Going Public Attorneys, Going Public Lawyer, Going Public Lawyers, going public transactions, investors, jobs act, Prospectus, Prospectus Requirements, Register Securities, Registration Statement, Regulation A, Regulation A Offering, Regulation A Tier 2, Regulation A to Go Public, Regulation S-K, reporting obligations, Reporting Regulation A, Reverse Merger, Reverse Merger Transaction, Reverse Mergers, S-1 Going Public, SEC Registration, SEC Registration Statement, SEC Reporting Requirements, Section 12(b), Section 12(g), securities, Securities Exchange Act, Securities Offering
Securities Lawyer 101 – Securities Law Blog On October 9, 2014, the Securities and Exchange Commission (the “SEC”) announced a Final Judgment had been entered against Thomas Kelly, the former Chief Executive Officer of 8000, Inc. 8000, Inc. was… Read More
Securities Lawyer 101 Blog The Depository Trust Company (“DTC”) is the only stock depository in the United States. When DTC provides services as the depository for an issuer’s securities, its securities can trade electronically. Without DTC eligibility, it is almost… Read More
Securities Lawyer 101 Blog Typically, foreign companies seeking to raise capital attempt to obtain public company status. Foreign companies that go public in the U.S. may complete a public offering by registering securities with the Securities and Exchange Commission… Read More
Category: Blog Posts Tags: Foreign Issuer, Foreign Private Issuer, Form 10, Form 10 Registration, Form 10 Registration Statement, Form F-1, Form S--1 filing, Form S-1, Form S-1 Attorney, Form S-1 Attorneys, Form S-1 Capital, Form S-1 Capital Raise, 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 statement filing, 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 Attorneys, Going Public Lawyer, Going Public Lawyers, going public transactions, Prospectus, Prospectus Requirements, Regulation S-K, S-1 Going Public, SEC Quiet Period, SEC Registration Statement, SEC Reporting Requirements, securities offerings
Securities Lawyer 101 Blog On October 9, 2014, the Securities and Exchange Commission (the “SEC”) announced an enforcement action against current and former brokerage subsidiaries of E*TRADE Financial Corporation. According to the SEC charges, E*Trade improperly engaged in… Read More
On October 8, 2014, the Securities and Exchange Commission (the “SEC”) announced that the U.S. District Court for the District of Massachusetts entered a final judgment against stock promoter Geoffrey Eiten. Eiten is a defendant in an action… Read More
On September 23, 2014, Robert Kelly, the former chief executive officer of Wwebnet, Inc. (“Wwebnet”), a software development company, was sentenced to 27 months in prison. Kelly is also subject to three years supervised release and required to pay… Read More
Securities Law Blog On October 2, 2014, the Securities and Exchange Commission issued an updated compliance and disclosure interpretation addressing intrastate crowdfunding and Rule 147 of the Securities Act of 1933, as amended (the “Securities Act”). Rule 147… 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), SEC
Securities Lawyer 101 Blog Under the Securities Act of 1933 as amended (the “Securities Act”), a Company that conducts an initial public offering (“IPO”) including in a going public transaction must adequately disclose material information to investors. These… Read More
Category: Blog Posts Tags: Foreign Issuer, Foreign Private Issuer, Form 10, Form 10 Registration, Form 10 Registration Statement, Form F-1, Form S--1 filing, Form S-1, Form S-1 Attorney, Form S-1 Attorneys, Form S-1 Capital, Form S-1 Capital Raise, 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 statement filing, 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 Attorneys, Going Public Lawyer, Going Public Lawyers, going public transactions, Prospectus, Prospectus Requirements, Regulation S-K, S-1 Going Public, SEC Quiet Period, SEC Registration Statement, SEC Reporting Requirements, securities offerings
On September 23, 2014, Dickson Lee, former CEO of Seattle-based L&L Energy, plead guilty to two counts of securities fraud. The plea was announced by the U.S. Attorney’s Office for the Western District of Washington. L&L Energy was… Read More
There are two primary sets of federal securities laws that come into play when a company wants to offer and sell its securities and go public. These are the Securities Act of 1933 (“Securities Act”), and the Securities Exchange Act of… Read More
Category: Blog Posts Tags: Foreign Issuer, Foreign Private Issuer, Form 10, Form 10 Registration, Form 10 Registration Statement, Form F-1, Form S--1 filing, Form S-1, Form S-1 Attorney, Form S-1 Attorneys, Form S-1 Capital, Form S-1 Capital Raise, 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 statement filing, 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 Attorneys, Going Public Lawyer, Going Public Lawyers, going public transactions, Prospectus, Prospectus Requirements, Regulation S-K, S-1 Going Public, SEC Quiet Period, SEC Registration Statement, SEC Reporting Requirements, Securities Act, Securities Exchange, securities offerings
Securities Lawyer 101 Blog Offers and sales of securities must be either registered with the Securities and Exchange Commission (the “SEC”) or be exempt from registration. Section 4(a)(5) of the Securities Act of 1933, as amended exempts from… Read More
Category: Blog Posts Tags: Legal Opinion, Legal Opinion Lawyer, Legend, Legend Removal, Legend Removal Opinion, Opinion, Restricted Legend, 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 Safe Harbor, SEC Section 4(a)(5), Section 4(A)(5). attorney, Section 5, Securities Act, Securities Act of 1933, Securities Act Section, Tradability Opinion, Transfer Agent Opinion
Securities Lawyer 101 Blog The use of eXtensible Business Reporting Language (XBRL) interactive data is intended to improve the accessibility of financial information to investors by making the information inexpensive and easier to use. XBRL interactive data uses a standardized… Read More
