Securities Lawyer 101 Blog The Securities and Exchange Commission (“SEC”) is the key regulator of going public transactions, securities offerings and securities professionals. During the going public and registration statement process the SEC provides oversight of various professionals… Read More
Securities Lawyer 101 Blog It has become almost routine for publicly traded companies to use their websites to provide information to investors. In going public transactions, the issuer’s website can be used to keep shareholders informed about the… Read More
Securities Law Blog The Jumpstart Our Business Startups Act (or JOBS Act) (the “JOBS Act”), enacted in 2012, is intended, among other things, to reduce barriers to capital formation, particularly for smaller companies.
Securities Law Blog On July 22, 2014, the Securities and Exchange Commission (the “SEC”) charged a partner at a New York-based investor relations firm with insider trading on confidential information he learned about two clients while he helped… Read More
On July 17, 2014, the SEC charged individuals who pocketed millions of dollars running an elaborate pump-and-dump scheme involving shares of a medical education company in Pennsylvania and two other microcap stocks. The SEC alleges that the stock… Read More
On July 18, 2014, the Securities and Exchange Commission (“SEC”) charged what it described as a serial con artist and a penny stock company CEO with misleading investors in a supposed vaccine development company by issuing false press… Read More
Under the Securities Act of 1933, any offer to sell securities must either be registered with the SEC or meet an exemption. Regulation D of the Securities Act contains three rules providing exemptions from the registration requirements, allowing… 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 Crowdfunding SEC Reporting, Regulation Crowdfunding Securities Offering, Regulation D, 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, Rule 504, Rule 506, Rule 506 (b), Rule 506-c, Section 5, Securities Act, Securities Act of 1933, Securities Act Section, Tradability Opinion, Transfer Agent Opinion
Rule 504 of Regulation D provides an exemption from the registration requirements of the federal securities laws for some companies when they offer and sell up to $5,000,000 of their securities in any 12-month period. A company can use the… Read More
Category: Blog Posts Tags: Form D, Non-Accredited Investor, Private Placement Memorandum, Public Company SEC Reporting Requirements, Regulation D, Regulation D Attorney, Regulation D Rule 504, Regulation D Rule 504 Securities Offering Requirements, Rule 504, Rule 504 Attorney, Rule 504 Exemption, Rule 504 of Regulation D, Rule 504 Offering, Rule 504 Securities Offering, Rule 506
Securities Lawyer 101 Blog The Securities and Exchange Commission’s (the “SEC”) disclosure requirements for transactions with certain Related Persons are designed to provide shareholders with a clear and complete picture of key financial relationships impacting public companies. Items 404(a)… Read More
Securities Lawyer 101 Blog The securities laws contain specific rules and regulations that apply to issuers who use the services of promoters. These include disclosure obligations under the Securities Act of 1933, (“Securities Act”) and the Securities Exchange… Read More
Securities Lawyer 101 Blog Under the Sarbanes-Oxley Act, a company’s Chief Executive Officer and Chief Financial Officer must provide certifications in Form 10-K and Form 10-Q. The certifications must state that they have reviewed the report, believe that… Read More
Posted by Securities Lawyer 101 Blog On July 16, 2014, the Securities and Exchange Commission announced SEC charges against James E. Cohen and Joseph Corazzi who secretly controlled Natural Blue Resources including the operational and management decisions of… Read More
A Going Public Attorney is an important part of the overall going public process. The issuer’s Going Public Attorney in the beginning of the process assist the company in selecting the best method to obtain public company status…. 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
On July 3, 2014, the Securities and Exchange Commission (“SEC”) six compliance and disclosure interpretations (“CD&I”) providing guidance as to the accredited investor verification in Rule 506(c) offerings. On September 23, 2013, the Rule 506(c) became effective. The rule… Read More
Securities Lawyer 101 Blog A registration statement on Form S-1 can be used to register various types of securities offerings with the Securities and Exchange Commission (“SEC”). Form S-1 provides issuers with flexibility in the types of… 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 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 Law Blog On July 11, 2014, the Securities and Exchange Commission announced charges against a group of golfing friends, who made more than $554,000 of illegal profits from trading on inside information about Massachusetts-based American Superconductor Corporation.
Securities Lawyer 101 Blog For companies with a reasonable time schedule for going public, a direct public offering provides an appealing method for obtaining public company status. In a direct public offering, a company’s shares are sold directly to… 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 Lawyer 101 On July 14, 2014, the U.S. Attorney for the District of Massachusetts, and the Federal Bureau of Investigation today announced charges against five individuals whose attempt to manipulate shares of Boston-based Amogear Inc. was caught… Read More
Securities Lawyer 101 Blog On July 8, 2012, the Securities and Exchange Commission announced (“SEC”) announced a final judgment against defendant John Babikian in the Commission action styled, SEC v. John Babikian, Civil Action No. 14-CV-1740 (S.D.N.Y.). The… Read More
Charles Blackwelder, an Indiana lawyer and his daughter have been charged in connection with a $23 million Ponzi scheme that was allegedly targeting senior citizens. Blackwelder and his daughter, Cara Grumme, were charged with twenty felonies, including nine counts… Read More
On July 7, 2014, the Securities and Exchange Commission (SEC) announced that former Noble CEO Mark A Jackson and former Director and Division Manager of Noble’s Nigeria subsidiary James J. Ruehlen, have agreed to settle the SEC’s pending… Read More
The role of the Go Public Attorney is one of the most important in the going public process. The Go Public Attorneys at Hamilton & Associates Law Group have provided private companies with their going public solutions for… 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 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 Form 10 registration statements and Exchange Act reporting are required by Securities Exchange Act of 1934 (the “Securities Exchange Act”) under certain circumstances. Exchange Act reporting follows going public transactions when the issuer files a… 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 Exchange Act
Securities Lawyer 101 Blog Companies going public must comply with federal and state securities laws. Section 5 of the Securities Act of 1933, as amended (the “Securities Act”) and all state securities regulators require that all securities either… 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 Lawyer 101 Blog The Securities and Exchange Commission (“SEC”) has charged five short sellers who were traders for committing short selling violations. According to the SEC, the short sellers were trading for themselves and Worldwide Capital Inc., a Long Island, N.Y.-based proprietary firm that earlier this… Read More
Category: Blog Posts Tags: failure to deliver, Illegal Short Sale, Illegal Short Sellers, Morgan Stanley, Naked Short Selling, Reg SHO, Registered Direct Public Offering, Registration Statement, Regulation A, Regulation A Qualification, Regulation A Reporting, Regulation SHO, Rule 15c2-11, Rule 204T, SEC, SEC Effectiveness, SEC Qualification, SEC Reporting, SEC Reporting Obligations, SEC Reporting Requirements, Securities Act, Securities and Exchange Commission, Securities Attorney, Short Interest Reporting, Short Sale, Short Sale Reporting, Short Sales, Short Seller, Short Selling, short squeeze, Threshold List, Threshold Security, Threshold Security List
NutraFuels, Inc. (NTFU) Launches TapouT XT Extreme Energy Oral Spray COCONUT CREEK, FL, Jul 01, 2014 (Marketwired via COMTEX) — NutraFuels, Inc. (PINKSHEETS: NTFU), a manufacturer of oral spray dietary supplements, announced today that the company plans to… Read More
Securities Lawyer 101 Blog The Securities and Exchange Commission (“SEC”) adopted the first of a series of rules and guidance on cross-border securities swap activities for market participants. The SEC will use the new rules to finalizing the… Read More
Securities Law Blog On June 25, 2014, the Securities and Exchange Commission (the “SEC”) announced its tick size plan whereby it ordered that the national securities exchanges and the Financial Industry Regulatory Authority (“FINRA”) to act jointly to… Read More
On June 30, 2014, the Financial Industry Regulatory Authority (“FINRA”) began publicly disseminating Rule 144A transaction data in corporate debt securities, bringing transparency to a market. 144A transactions—resales of restricted corporate debt securities to large institutions called qualified… 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
