On September 3, 2014, the Securities and Exchange Commission (the “SEC”) charged an immigration and securities attorney, his wife, and his law firm partner with conducting an investment scheme to defraud foreign investors trying to come to the… Read More
Securities Lawyer 101 Blog In going public transactions, issuers consider many capital raising options. One capital raising option is the equity credit line. Most equity lines are structured so that the investor enters into an agreement with the… Read More
Category: Blog Posts Tags: Equity Line, 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
Rule 144 of the Securities Act provides a safe harbor from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”) for resales of restricted and control securities if specified conditions are met. One… Read More
Category: Blog Posts Tags: Form 144, Legal Opinion, Legend Removal, Legend Removal Opinion, Rule 144, Rule 144 Legal Opinion, Rule 144 legal Opinions, Rule 144 Legend, Rule 144 Legend Opinion, Rule 144 Legend Removal, Rule 144 Opinion, Tradability Opinion, Transfer Agent Opinion
On August 27, 2014, the Securities and Exchange Commission (the “SEC”) announced that the national securities exchanges and the Financial Industry Regulatory Authority (“FINRA”) filed a proposal to establish a national market system plan to implement a 12-month… Read More
Securities Law Blog On August 26, 2014, the U.S. Attorney’s Office for the Southern District of New York announced charges against Michael Anthony Dupre Lucarelli. Lucarelli is charged with 13 counts of criminal insider trading over his alleged scheme… Read More
Securities Lawyer 101 Blog The EB-5 offering visa program grants foreign investors a green card for themselves and their immediate family in exchange for a capital investment of at least $500,000 in a qualified U.S. business enterprise. To qualify… Read More
Securities Lawyer 101 Blog Publicly traded companies are increasingly using their company websites and the social media to communicate information to the public. Investors are increasingly turning to electronic media as a principal source of information about publicly… 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, 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, OTC Markets, OTC Markets OTCQB, OTC QB, Prospectus, Prospectus Requirements, Regulation A, Regulation A Attorney, Regulation A Attorneys, Regulation A Lawyer, Regulation A Lawyers, Regulation CF, Regulation S-K, S-1, S-1 Filing, S-1 Going Public, S-1 Registration, S-1 SEC Filing, SEC Quiet Period, SEC Reporting, SEC Reporting Obligations
Securities Law Blog Regulation D under the Securities Act of 1933, as amended (the “Securities Act”) provides exemptions that permit a company to offer and sell its securities without complying with the registration statement requirements of the Securities… Read More
Category: Blog Posts Tags: Amended Form D, Form D, Regulation D, Regulation D Attorney, Regulation D Rule 506, Regulation D Rule 506 Exemption, Rule 504, Rule 506 Offering, Rule 506-c Lawyer, Rule 506(b), Rule 506(c), SEC Form D
Going public is a big step for any company. The process of “going public” is complex and at times precarious. While going public offers many benefits it also comes with risks and quantities of regulations with which issuers must become familiar. Despite… 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 As the Securities and Exchange Commission (“SEC”) finishes the rule making that provides a structure for full implementation of the JOBS Act, much has been written about its impact on going public transactions and… Read More
Once the SEC staff declares a company’s Form S-1 registration statement effective in a going public transaction, the company becomes subject to Exchange Act reporting requirements even if it does not have its ticker symbol. Many issuers are not aware of… Read More
Securities Lawyer 101 Blog On August 5, 2014, the Attorney’s Office for the Western District of Washington announced criminal charges against Mikhail Galas, Alexander Hawatmeh, and Christopher Mrowca in connection with two heavily touted pot stocks, Growlife and… Read More
Securities Law Blog On August 9, 2014, the SEC announced that the U.S. District Court for the Eastern District of Tennessee issued final SEC judgments against AIC, Inc., Community Bankers Securities, LLC, and Nicholas D. Skaltsounis and Relief… Read More
On August 9, 2014, the Securities and Exchange Commission (the “SEC”) announced charges against Chuck Moore and Crucible Capital Group, a New York-based brokerage firm for allegedly violating net capital requirements and falsifying books and records to conceal… Read More
Securities Law Blog On August, 8, 2014, the Securities and Exchange Commission (“SEC”) announced charges against Julian Brown and his firm Alliance Investment Management Limited (AIM). According to the SEC allegations, Julian Brown purported to be the “custodian”… Read More
Securities Lawyer 101 Blog The going public process involves a number of steps that vary depending on the characteristics of the private company wishing to go public, and whether it will become a Securities and Exchange Commission (“SEC”)… 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, Seed Shareholders, Seed Stockholders
The prospectus is the most important document of a public offering. The prospectus is the document provided to investors in the issuer’s offering. The prospectus is contained in the registration statement filed under the Securities Act of 1933, as… 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 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 disclsoure, 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
Securities Lawyer 101 Blog The securities laws require that public companies provide disclosure about the backgrounds of its officers and directors and describe certain material information that is “material to an evaluation of the ability or integrity of… Read More
Securities Lawyer 101 Blog The Securities and Exchange Commission’s (the “SEC’s“) Division of Corporation Finance reviews filings including registration statements filed pursuant to the Securities Act of 1933, as amended (the “Securities Act“), and the Securities Exchange Act… 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, Review Process, S-1 Going Public, SEC Comment, SEC Quiet Period, SEC Registration Statement, SEC Reporting Requirements, securities offerings
Securities Law Blog A question we frequently receive from entrepreneurs raising capital for the first time is whether can raise money from people who do not meet the U.S. Securities and Exchange Commission (“SEC”) definition of an “accredited… Read More
Three investor relations providers have been indicted for manipulating the securities of several microcap companies, including two marijuana-related stocks, Growlife and Hemp, Inc. According to the allegations, the four promoters bought inexpensive shares of thinly traded penny stock… Read More
Securities Lawyer 101 Blog Section 3(a)(11) of the Securities Act of 1933, as amended (“Securities Act”), is generally known as the “intrastate offering exemption.” It provides an exemption from the registration requirements of the Securities Act for “any security which… Read More
Securities Lawyer 101 Blog On August 4, 2014, the Securities and Exchange Commission (“SEC”) announced an administrative proceeding against Kevin McKnight and his investor relations firm Undiscovered Equities for violations of Section 17(b) of the Securities Act of… Read More
Securities Lawyer 101 Blog 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…. Read More
Category: Blog Posts Tags: Form 144, Legal Opinion, Legend Removal, Legend Removal Opinion, Rule 144, Rule 144 Attorneys, Rule 144 Legal Opinion, Rule 144 legal Opinions, Rule 144 Legend, Rule 144 Legend Opinion, Rule 144 Legend Removal, Rule 144 Opinion, Tradability Opinion, Transfer Agent Opinion
To understand penny stock bar, it is necessary to be familiar with the definition of penny stock. Many penny stock market participants are unclear about the wide range of activities prohibited by a penny stock bar. The bar prohibits owning a penny stock even for one’s own account as well as any activity related to an offering of a penny stock, including drafting disclosures. The impact of a Penny Stock Bar is that he individual is barred from acting as a promoter, finder, consultant or agent or otherwise engaging in activities with a broker, dealer, or issuer for the purpose of the issuance or trading in any penny stock or inducing or attempting to induce the purchase or sale of any penny stock.
Category: Blog Posts Tags: OTC Markets, Penny Stock, penny stock ban, Penny Stock Bar, penny stock bar securities lawyer, penny stock promoter, penny stock reform, penny stock rules, Penny stock sec action, sec bar, securities penny stock bar
Securities Lawyer 101 Blog On July 31, 2014, the Securities and Exchange Commission (the “SEC”) announced charges against Marc Sherman, the CEO and Edward Cummings, the CFO of a Florida-based computer equipment company for misrepresenting to external auditors… Read More
Category: Blog Posts Tags: dodd-frank, FBI sting, FBI Undercover, FINRA Halt, fraud, 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, 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, Wells Notice
Nearly everyone believes the Securities and Exchange Commission’s Whistleblower Program under the Dodd Frank Act is a good idea. By the agency’s account, a considerable number of fraudulent schemes have been exposed, and devious perpetrators brought to justice thanks… Read More
Securities Lawyer 101 Blog On July 24, 2014, the Securities and Exchange Commission (the”SEC”) and Department of Justice announced charges against Frank-Speight (Cecil Franklin Speight) and his Florida-based transfer agent with defrauding investors by using aggressive boiler room tactics to… Read More
Securities Lawyer 101 Blog On June 27, 2014, Caroline Winsor, also known as Caroline Meyers and Caroline Danforth was apprehended and is in custody of the U.S. authorities. Winsor was indicted with conspiracy, wire fraud, and securities fraud. In… Read More
An issuer filing a registration statement with the Securities and Exchange Commission (the “SEC”) that desires to keep certain information confidential and out of the public domain may do so under limited circumstances by filing an SEC request… Read More
SEC Comment and Review Process l Going Public Bootcamp
Securities Lawyer 101 Blog The Securities and Exchange Commission’s (the “SEC’s“) Division of Corporation Finance reviews filings including registration statements filed pursuant to the Securities Act of 1933, as amended (the “Securities Act“), and the Securities Exchange Act… 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, Review Process, S-1 Going Public, SEC Comment, SEC Quiet Period, SEC Registration Statement, SEC Reporting Requirements, securities offerings