SEC Charges Two With Insider Trading

Securities Lawyer 101 Blog On March 31, 2014, the Securities and Exchange Commission (“SEC”) announced two separate cases against men who profited by insider trading on confidential information they learned from their wives about Silicon Valley-based tech companies…. Read More

Promoters Indicted in Connection with Super Nova Resources

On April 1, 2014,  United States Attorney Zane David  Memeger announced an indictment charging a market manipulation scheme against six defendants in connection with the trading of stock in Super Nova Resources, Inc. (“SNRR”). Charged with conspiracy, wire  fraud,… Read More

SEC Director Keith Higgins Addresses Rule 506 (c)

Securities Lawyer 101 Blog On March 28, 2014, Keith Higgins, the Director of the SEC’s Division of Corporation Finance, delivered a speech at the closing session of the 2014 Angel Capital Association Summit.  One focus of the speech was… Read More

Securities Lawyers Gone Wild l John Silvia Indicted

Securities Lawyer 101 Blog On March 28, 2014, the FBI announced that John Silvia, 55, purportedly the “managing member” of Richardson Consulting LLC, was charged with securities, mail, and wire fraud. He was arrested on February 7, 2014.

What is a Wells Notice ? Securities Lawyer 101

Securities Lawyer 101 Blog After the staff of the Securities and Exchange Commission (“SEC”) Division of Enforcement staff has completed its investigation, it may send a notice (“Wells Notice”)  to the party being investigated notifying them that it intends to recommend… Read More

SEC Charges L&L Energy and Its Managment

Securities Lawyer 101 Blog On March 27, 2014, the Securities and Exchange Commission announced fraud charges against a Seattle-headquartered coal company, L&L Energy, and its founder for making false disclosures about who was running the company.

SEC Suspends Advanced Cannabis Solutions

On March 27, 2014, the Securities and Exchange Commission (“Commission”) announced the temporary suspension, pursuant to Section 12(k) of the Securities Exchange Act of 1934 (“Exchange Act”), of trading in the securities of Advanced Cannabis Solutions, Inc. (“Advanced… Read More

OTCQB Fees & Listing Requirements

OTC Markets Group has announced it is making significant changes to its OTCQB.  Companies seeking to be quoted on the OTCQB will be required to meet eligibility standards and pay an initial listing fee of $2,500 to the… Read More

Whistleblower Awarded $64 Million in JPMorgan Case

A former JPMorgan Chase employee, Keith Edwards, is about to receive nearly $64 million for whistleblowing.  Much has been written recently about the Whistleblower program now administered by the Securities and Exchange Commission (“SEC”), by Edwards pursued a… Read More

Public Float Scams l Securities Lawyer 101

Securities Lawyer 101 Blog When companies go public, insiders often employ various mechanisms to control the company’s free trading shares also known as the “public float”.  When these mechanisms avoid the SEC’s registration and anti-fraud provisions, they are… Read More

Hamilton & Associates to Publish OTC Pink Paper Series

Securities Lawyer 101 Blog BOCA RATON, Fla., March 21, 2014 /PRNewswire/ — Due to the fundamental changes in 2013 that continue to shape the new Securities landscape for capital raising and going public on the OTC Markets OTC Pinks, Hamilton… Read More

SEC Suspends Citadel After Pumps and Dumps Report

Securities Lawyer 101 Blog On March 21, 2014, the Securities and Exchange Commission issued a trading suspension pursuant to Section 12(k) of the Securities Exchange Act of 1934 (the “Exchange Act”), of trading in the securities of Citadel… Read More

What is a Finder?

Securities Lawyer 101 Blog It is not unusual for a private or public company to be approached by person (“Finder”) who offers to locate investors in exchange for a fee.  Most finders are not registered as broker-dealers with the Securities… Read More

SEC Continues Trading Suspensions to Prevent Custodianship Fraud

On March 21, 2014, the Securities and Exchange Commission (the “SEC”) announced the trading suspension of trading of the following issuers, commencing at 9:30 a.m. EDT on March 20, 2014 and terminating at 11:59 p.m. EDT on April… Read More

SEC Suspends Petrotech Oil and Gas l Securities Lawyer 101

On March 14, 2014, the Securities and Exchange Commission (“SEC”)  announced the temporary suspension,  pursuant to Section 12(k) of the Securities Exchange Act of 1934 (the “Exchange Act”), of trading of the securities of Petrotech Oil and Gas,… Read More

Securities Lawyer 101 Announces Redesigned Securities Law Blog

Securities Lawyer 101 Blog Hamilton & Associates, a law firm providing going public and securities related legal services announces its newly designed securities law blog.  The blog has been redesigned in a new user friendly format to provide useful… Read More

Albert Reda Sentenced to 26 Months

Securities Lawyer 101 Blog Albert Reda, the former treasurer and chairman of the board of directors of First Global Financial Corporation, was sentenced for his role in a fraudulent kickback scheme.  After a six-day trial, Reda was convicted… Read More

Offering Price & Dilution Disclosures in Registration Statements

Securities Lawyer 101 Blog Companies going public have several options in how to structure their transaction when filing a Form S-1 registration statement. The issuer can seek to raise capital by registering shares to sell through an Initial… Read More

Use of Proceeds In Form S-1 Registration Statements

Companies going public have several options in how to structure their transaction when registering securities with the Securities and Exchange Commission (“SEC”).  They can seek to raise capital using the registration or they can simply register shares on… Read More

Securities Lawyers Gone Wild l Russell Adler Charged

On March 7, 2014, Russell Adler, a former name partner in Scott Rothstein’s now-defunct law firm was criminally charged for funneling illegal campaign contributions to Senator John McCain and Florida gubernatorial candidate Charlie Crist.  Adler was charged with… Read More

What Are the Reporting Obligations After My Form S-1 ls Effective?

Once the SEC staff declares your company’s Securities Act registration statement effective, the company becomes subject to Exchange Act reporting requirements.  These rules require your company to file annual reports on Form 10-K, quarterly reports on Form 10-Q… Read More

John Babikian & Awesome Penny Stocks Charged in Scalping Scheme

Securities Lawyer 101 Blog On March 13, 2014, the Securities and Exchange Commission (“SEC”) announced fraud charges and an emergency asset freeze against a promoter behind a platform of affiliated microcap stock promotion websites. The SEC alleges that… Read More

What is Form S-1 Summary Information? Securities Attorney 101

Securities Lawyer 101 Blog Form S-1 is the most commonly used registration statement statement filing with the Securities and Exchange Commission (“SEC”). This blog post addresses the summary information section of Form S-1. The requirements of the section are located… Read More

Wwebnet CEO Pleads Guilty of $2 Million Securities Fraud

On March 11 ,2014, the Department of Justice announced that Robert Kelly, the chief executive officer of Wwebnet, Inc. (“Wwebnet”), a software development company, pled guilty today in Manhattan federal court to securities and wire fraud charges. According… Read More

Status of JOBS Act Rules & Proposals

The Jumpstart Our Business Startups Act (or JOBS Act) (“JOBS Act”), enacted in 2012, is intended, among other things, to reduce barriers to capital formation, particularly for smaller companies. Among other things, the JOBS Act requires the SEC… Read More

SEC Announces $7.2 Million for Rule 105 Short Selling Violations

Securities Lawyer 101 Blog On March 8, 2014, the Securities and Exchange Commission announced the largest-ever monetary sanction for Rule 105 short selling violations as a Long Island-based proprietary trading firm and its owner agreed to pay $7.2… Read More

The Intrastate Exemption l Section 3(a)(11)

Securities Lawyer 101 Blog Section 3(a)(11) of the Securities Act is generally known as the “intrastate offering exemption.”  The exemption is sometimes used by small issuers in going public transactions prior to filing a registration statement on Form… Read More

SEC Suspends Global Earth Energy l Securities Lawyer 101

Securities Lawyer 101 Blog On March 4, 2014, the Securities and Exchange Commission (“SEC”)announced the temporary suspension, pursuant to Section 12(k) of the Securities Exchange Act of 1934 (the “Exchange Act”), of trading in the securities of Global… Read More

SEC Suspends Broadcast Live Digital l Securities Lawyer 101

Securities Lawyer 101 Blog On March 4, 2014, the Securities and Exchange Commission (“SEC”) announced the temporary suspension, pursuant to Section 12(k) of the Securities Exchange Act of 1934 (“Exchange Act”), of trading in the securities of Broadcast… Read More

SEC Suspends Suburban Minerals Corp

Securities Lawyer 101 Blog On March 4, 2014, the Securities and Exchange Commission (“SEC”) announced the temporary suspension, pursuant to Section 12(k) of the Securities Exchange Act of 1934 (the “Exchange Act”), of trading in the securities of… Read More