SEC Charges Clean Energy l Securities Lawyer 101

Securities Lawyer 101 Blog On February 25, 2014, the Securities and Exchange Commission (the “SEC”) announced SEC charges against an Arizona-based private equity fund manager and his investment advisory firm for orchestrating a scheme to misallocate their expenses… Read More

George Louis Theodule Sentenced to 150 Months

Securities Lawyer 101 Blog On February 26, 2014, the United States Attorney for the Southern District of Florida and Federal Bureau of Investigation, announced the unsealing of an indictment charging George Louis Theodule, former resident of Wellington, Florida…. Read More

Anthonie R. Sparrow Sentenced in $16 Million Scheme

Securities Lawyer 101 Blog On February 25, 2014, the FBI announced that Anthonie R. Sparrow pled guilty for his role in perpetrating a $16 million securities fraud scheme that victimized hundreds of investors around the world.  Sparrow was… Read More

Reverse Mergers l The Game Changers

Shell brokers continue to tout the virtues of reverse merger transactions, despite recent rule changes that eliminate many if not all of the benefits once conferred by them.  Seeking to persuade clients to use their services, these promoters… Read More

FINRA Fines Brown Brothers Harriman $8 Million for Compliance Failures

Securities Lawyer 101 Blog The Financial Industry Regulatory Authority (FINRA) announced today that it has fined New York-based Brown Brothers Harriman & Co. (Brown Brothers Harriman) $8 million for substantial anti-money laundering compliance failures including, among other related… Read More

Reverse Merger Bootcamp l Going Public Attorneys

Securities Lawyer 101 Blog Over recent years, the Securities and Exchange Commission (“SEC”) and the Financial Industry Regulatory Authority (“FINRA”) have overhauled the rules and regulations applicable to reverse merger transactions. Not only have the SEC and FINRA… Read More

New Proposals To Amend FINRA Rule 5110

Securities Lawyer 101 Blog On January 9, 2014, FINRA submitted proposals to the SEC to amend FINRA Rule 5110. FINRA’s proposals seek to: (i) narrow the definition of “participation or participating in a public offering;” (ii) modify the… Read More

SEC Shuts Down 20 Bogus S-1 Registration Statements After Promotion Stock Secrets Research Report

Securities  Lawyer 101 Blog On February 3, 2014, the Securities and Exchange Commission (“SEC”) announced the filing of stop order proceedings against 20 purported mining companies for providing false information in their S-1 registration statements. Of the 20 S-1 registration statements,… Read More

SEC Charges College Professor, Gonul Colak, in Naked Short Selling Scheme

Securities Lawyer 101 Blog On January 31, 2014, the Securities and Exchange Commission charged two Florida college professors with perpetrating a complex naked short selling scheme for more than $400,000 in illicit profits.

Going Public For Canadian Issuers – Multijurisdictional Disclosure System

Securities Lawyer 101 Blog The Multijurisdictional Disclosure System was adopted in July 1991 by the U.S. Securities and Exchange Commission (“SEC”) and the Canadian Securities Administrators to facilitate cross-border public offerings of securities between the U.S. and Canada…. Read More

SEC Suspends Hi Score and OLIE After Janice Shell Research Report

Securities Lawyer 101 Blog On January 27, 2014, the Securities and Exchange Commission (the “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… Read More

David Kevin Lewis Sentenced to 30 Years for Oil and Gas Fraud

On January 24, 2014, a Texas court sentenced David Kevin Lewis, 52, to 30 years in federal prison for 23 counts of securities fraud and conspiracy and ordered to pay approximately $2.5 million in restitution, following his conviction…. Read More

Felon Barry Minkow Becomes Pastor and Cons Church Congregation Out of Millions

Securities Lawyer 101 Blog Last week, Barry Minkow pleaded guilty to embezzling funds from the San Diego Community Bible Church, a U.S. attorney’s statement said.  Minkow was already serving a five-year sentence for securities fraud. According to the… Read More

SEC Provides Additional Guidance For Rule 506(c) Offerings

Securities Lawyer 101 Blog On January 23, 2014, the Securities and Exchange Commission (the “SEC”) issued new guidance concerning Rule 506(c) in its Compliance and Disclosure Interpretations. In the Compliance and Disclosure interpretations, the SEC addresses Rule 506… Read More

What Is Caveat Emptor? Going Public Lawyers

Securities Lawyer 101 Blog The Latin phrase Caveat Emptor means “let the buyer beware.”  The application of the Caveat Emptor principle is most often applied in the sale of property where a purchaser has a specific period of… Read More

Steven Palladino Sentenced to 10-12 Years

Securities Lawyer 101 Blog On January 24, 2014, the Securities and Exchange Commission (“SEC”) announced that a Massachusetts state court judge sentenced Massachusetts resident Steven Palladino to a prison term in a criminal action filed by the Suffolk… Read More

SEC Target Held In Contempt and Arrested

Securities Lawyer 101 Blog On January 23, 2014, the Securities and Exchange Commission (“SEC”) announced that a Staten Island man who was a SEC enforcement target was held in contempt of court and arrested for failing to comply… Read More

Investment Advisor Impersonates Angel Investors to Get Clients

Securities Lawyer 101 Blog Kimberly Fontenot of Texas has been convicted of defrauding clients of her so-called investment advisory firm, Stellar Grants Inc. According to the FBI, Fontenot lured potential clients by falsely claiming to know numerous wealthy… Read More

Art Scammers Busted by FBI

Securities Lawyer 101 Blog On January 16, 2014, a federal grand jury in San Jose returned a 12-count indictment charging two antique dealers with conspiracy to commit mail fraud and wire fraud, mail fraud, and wire fraud relating… Read More

SEC Charges Senior Management of Veolia with Falsifying Financial Records

Securities Law 101 Blog On January 14, 2014, the Securities and Exchange Commission filed a civil injunctive action in federal district court Milwaukee, Wisconsin, charging Christopher Hohol (“Hohol”) and Brian Poshak (“Poshak”), formerly the senior vice president for… Read More

Joseph Meuse & Belmont Partners Barred, Enjoined and Fined

Securities Lawyer 101 Blog On January 10, 2014, the Securities and Exchange Commission (“SEC”) announced a $300,000 settlement against Belmont Partners LLC, an alleged “shell packaging” company and Joseph Meuse, its Chief Executive Officer. Belmont and Meuse were… Read More

FINRA Suspends and Fines Thomas Mikolasko

Securities Lawyer 101 Blog The Financial Industry Regulatory Authority (“FINRA”) recently suspended and fined Advisor Thomas Mikolasko, (“Mikolasko”) of HFP Capital Markets LLC (“HFP”).  According to FINRA, Mikolasko made material misrepresentations and omissions of material fact in connection… Read More

What Are the Benefits of Foreign Issuer Status in Going Public Transactions?

  Securities Lawyer 101 Blog A private foreign company seeking to go public may be classified as a U.S. domestic issuer or a non-U.S., private foreign issuer under SEC rules.  A company’s status as a private foreign issuer… Read More

What Are Regulation Crowdfunding Disclosures?

Securities Lawyer 101 Blog On October 23, 2013, the Securities and Exchange Commission (“SEC”) proposed Regulation Crowdfund, setting forth the rules governing the offer and sale of securities through crowdfunded offerings, pursuant to Title III of the Jumpstart Our… Read More

Regulation Crowdfund For Investors

Securities Lawyer 101 Blog On October 23, 2013, the Securities and Exchange Commission (“SEC”) proposed Regulation Crowdfund, setting forth the rules governing the offer and sale of securities through equity crowdfunded offerings, pursuant to Title III of the… Read More

How Does the JOBS Act Benefit Foreign Issuers? Going Public Lawyers

Securities Lawyer 101 Blog The JOBS Act offers incentives for foreign issuers seeking to go public and enter the U.S. capital markets without filing a Form S-1 or other registration statement under the Securities Act of 1933, as… Read More

Regulation Crowdfunding for Intermediaries

Securities Lawyer 101 Blog Regulation Crowdfunding provides for two types of intermediaries, the registered broker-dealer and the funding portal.  Broker-dealers do not need to register in order to engage in crowdfunding offerings, but their activities in this area… Read More

FINRA Orders Stifel, Nicolaus and Century Securities to Pay $1 Million

Securities Lawyer 101 Blog On January 9, 2014, the Financial Industry Regulatory Authority (FINRA) announced that it ordered two St. Louis-based broker-dealers, Stifel, Nicolaus & Company, Incorporated and Century Securities Associates, Inc., to pay combined fines of $550,000 and… Read More

SEC Announces 2014 Examination Priorities

Securities Lawyer 101 Blog On January 4, 2014, the Securities and Exchange Commission (“SEC”) announced its examination priorities for 2014, which cover a wide range of issues at financial institutions, including investment advisers and investment companies, broker-dealers, clearing… Read More

SEC Issues New Rule 506 Guidance

Some of the shareholders of a Rule 506 issuer have entered into a voting agreement under which each shareholder agrees to vote its shares of voting equity securities in favor of director candidates designated by one or more of the other parties.