What is a Shelf Registration Statement? Going Public Bootcamp

Securities Lawyer 101 Blog A shelf registration statement allows an issuer to register a public offering even when there is no present intention to sell all the securities being registered. Shelf registration statements are often used in going… Read More

The Going Public Attorney & Due Diligence – Going Public Attorneys

A company’s going public lawyer must conduct proper due diligence in order to draft required disclosures during the going public process.  These expansive disclosure requirements apply to private companies going public.  During the going public process, companies must generally provide expansive… Read More

Section 15-d Reporting l Securities Lawyer 101

Securities Lawyer 101 Blog Upon completion of a going public transaction, an issuer that has registered equity or debt securities in an initial or direct public offering registered on Form S-1 under the Securities Act of 1933, as… Read More

Oh the Places You Will Go When Going Public

Oh the Places You’ll Go – Understanding the Going Public Process The going public process involves a myriad of rules and regulations that issuers must consider before structuring their transactions. While going public offers many benefits, it also… Read More

What Are Form 10-K Exhibits ? By Brenda Hamilton, Lawyer

Securities Lawyer 101 Blog Some of the most valuable sources of information about a public company are Form 10-K exhibits. Item 601 of Regulation S-K identifies the documents to be filed as exhibits.  Issuers are often unclear about… Read More

General Solicitation & the Rule 506 Private Placement Exemption

Securities Lawyer 101 Blog The Securities Act of 1933 (the “Securities Act”) provides for a private offering exemption from federal securities registration which is increasingly being used by both private and public companies to raise capital during market… Read More

The Role of the Direct Public Offering Attorney

Securities Lawyer 101 Blog The direct public offering (“Direct Public Offering“) has become the premier method used in going public transactions.  A skilled Direct Public Offering attorney can guide a private company through the Direct Public Offering process. A… Read More

Form S-1 Financial Statements l Going Public Attorneys

Securities Lawyer 101 Blog Companies that register securities for direct public offering on Form S-1 as part of their going public transaction must provide audited financial statements to the Securities and Exchange Commission (“SEC”). These financial statements include a… Read More

SEC Disclosures for Smaller Reporting Companies

Securities Lawyer 101 Blog The SEC Disclosure rules allow smaller reporting companies to provide less comprehensive disclosures in their reports and filings so that compliance with the SEC’s disclosure requirements is  less burdensome. These reduced disclosure requirements are especially beneficial to private… Read More

SEC Charges Heathrow Natural Food & Beverage and Michael Pagnano

On September 23, 2014, the Securities and Exchange Commission (the “SEC”) issued an order instituting cease and desist proceedings against Registrar and Transfer Company (“R&T”), a transfer agency registered with the SEC, and its President and CEO Thomas Montrone… Read More

Direct Public Offerings After the JOBS Act

Securities Lawyer 101 Blog The Jumpstart Our Business Startups Act, or JOBS Act, is intended, among other things, to reduce barriers to capital formation, particularly for smaller companies in going public transactions.  The JOBS Act relaxed the rules… Read More

Sponsoring Market Makers l Going Public Bootcamp

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

The SEC’s Electronic Data Gathering and Retrieval System – EDGAR

Most documents filed with the Securities and Exchange Commission (the “SEC”), are required to be filed electronically using the SEC’s Electronic Data Gathering and Retrieval system (“EDGAR”). Additionally, public companies filing on EDGAR must tag their financial data… Read More

What are Convertible Securities? l Securities Lawyer 101

Securities Lawyer 101 Blog A “convertible security” is often structured as a bond, note, preferred stock, or a wraparound agreement that results in the conversion of the debt obligation into common stock.  The holder of the convertible security or… Read More

SEC Form 3, 4 & 5 Filing and Disclosure Requirements l By: Brenda Hamilton Attorney

Securities Lawyer 101 Blog After the recent sweep by the Securities and Exchange Commission(the “SEC”) charging 28 persons in connection with their failure to file insider reports, we have received requests for information about insider reporting obligations.  This… Read More

Retweets of Social Media & Public Companies

Securities Lawyer 101 Blog It has become almost routine for public companies to use social media to interact with their shareholders, and customers. The Securities and Exchange Commission (the “SEC”) has provided guidance in compliance and disclosure interpretations… Read More

FINRA Uses Rule 6490 To Stop Reverse Merger Wash, Rinse, Repeat Issuers

Securities Law Blog In late 2009, the Financial Industry Regulatory Authority (“FINRA”) proposed changes to its Rule 6490.  Until that time, the Rule had provided merely that the agency review and process certain corporate actions taken by companies not listed… Read More

Integration During the Going Public Process – Securities Lawyer 101

Securities Lawyer 101 Blog Issuers often need to raise funds during their going public transactions to offset legal and accounting costs.  The SEC integration rule addresses the circumstances under which an issuer can raise capital privately while a… Read More

Penny Stock Emails 101- Securities Lawyer 101

Securities Lawyer 101 Blog Often times investor relations firms touting microcap stocks use penny stock email containing newsletters and advertisements about a stock’s potential.  Recent indictments and SEC cases have focused on the use of penny stock email… Read More

Craig Karlis Sentenced to 9 Years For Fraud Charges

The Securities and Exchange Commission (the “SEC”) announced that on September 16, 2014, the former owner of a Boston Trading and Research, LLC (“BTR”), was sentenced to nine years in prison after pleading guilty to charges that he… Read More

SEC Charges 28 With Insider Reporting Failures

On September 10, 2014, the Securities and Exchange Commission (the “SEC”) announced enforcement actions and penalties of more than $2.6 million against 28 individual directors, officers, and beneficial owners and 6 issuers for failure to promptly report their holdings in… Read More

Securities Lawyers Gone Wild – Svitlana Sangary

Business Lawyer Photoshops Her Way to a Six Month Suspension Some wayward attorneys content themselves with writing fraudulent opinion letters, but Svitlana Sangary, a Los Angeles business lawyer, yearned for the red carpet.  In an apparent attempt to convince… Read More

Zirk Englebrecht Indicted In Reverse Merger Scheme

On September 18, 2014, the Federal Bureau of Investigation announced that Izak Sirk De Maison (aka Izak Zirk Engelbrecht, aka Zirk Engelbrecht).   Zirk Englebrecht, a self-described “merchant banker,” devised a scheme and artifice to defraud investors by creating… Read More

SEC Charges 8 in Pump and Dump Scheme

On September 18, 2014, the Securities and Exchange Commission (the “SEC”) announced charges against eight individuals for their roles in an alleged pump-and-dump scheme involving a penny stock company based in California that has repeatedly changed its name and… Read More

SEC Issues Multiple Trading Suspensions

On September 18, 2014, the Securities and Exchange Commission (the “SEC”) announced temporary trading suspensions of multiple issuers.  The trading suspensions commenced at 9:30 a.m. EDT on September 18, 2014 and terminate at 11:59 p.m. EDT on October 1, 2014:

SEC Issues Trading Suspension of Gepco Ltd.

On September 18, 2014, the Securities and Exchange Commission issued a temporary trading suspension of the securities of Gepco, Ltd securities due to concerns about the accuracy and adequacy of information in the marketplace and potentially manipulative transactions in Gepco’s… Read More

Robert Bandfield, Andrew Godfrey and Jim Can Indicted

On September 9, 2014, the United States Attorney for the Eastern District of New York announced a multi-count indictment against six individual defendants: Robert Bandfield, a U.S. citizen; Andrew Godfrey, a citizen of Belize; Kelvin Leach, a citizen of… Read More

What is a Secondary Offering? Going Public Lawyers

Securities Lawyer 101 Blog Going public transactions can be structured a variety of ways.  Many going public transactions involve the filing of a registration statement with the Securities and Exchange Commission (“SEC”) registering shares held by existing stockholders… Read More

Bank Secrecy 101 By: Brenda Hamilton, Attorney

Securities Lawyer 101 Blog Posted By: Brenda Hamilton Attorney The Bank Secrecy Act (“BSA”) requires financial institutions in the United States to assist U.S. government agencies to detect and prevent money laundering activity. The Act’s regulations apply to broker-dealers… Read More

Panama and U.S. To Share More Than $36 Million in Forfeitures

Securities Lawyer 101 Blog In October of 2013, Deputy Attorney General James M. Cole and Panamanian Attorney General Ana Belfon signed an agreement to share more than $36 million in government forfeitures of criminal assets with the Government of… Read More