FINRA Alerts Investors to Cold Calls From Brokerage Firm Impostors

Securities Lawyer 101 Blog FINRA’s Warning On August 6, 2013, the Financial Industry Regulatory Authority (“FINRA”) issued an alert warning investors that fraudsters pretending to work for at least one well-known brokerage were making cold calls in which… Read More

SEC Short Sale Alert l Trading to Conceal Failures to Deliver

Securities Lawyer 101 Blog On August 9, 2013, the SEC‘s Office of Compliance Inspections and Examinations issued a Risk Alert concerning certain trading activity being used to circumvent Regulation SHO’s close-out requirements for short sales. The SEC observed that some… Read More

Corporate Hijackings In Going Public Transactions

Securities Lawyer 101 Blog Corporate hijackings, also known as corporate identity theft, of public shell companies have been a problem for more than a decade.  Hijackings are increasingly used by fraudsters to acquire control of publicly traded shell… Read More

SEC Halts Market Action Advisers Hedge Fund l Securities Lawyer 101

On August 6, 2013, the Securities and Exchange Commission (the “SEC”)  obtained an emergency court order to halt a hedge fund investment scheme targeting mostly unsophisticated investors including friends, family members, and military personnel to invest in his hedge… Read More

OTC Pink Sheets l OTC Pink Market Lawyers

Securities Lawyer 101 Blog Getting Listed on the OTC Pink Sheets Many companies going public for the first time are opting for the OTCMarkets OTC Pink

Robert Zickefoose Indicted in Colorado Oil and Gas Fraud

Securities Lawyer 101 Blog On July 15, 2013, Colorado Attorney General John Suthers announced that a grand jury had indicted Robert Zickefoose on seven counts of securities fraud.  Zickefoose is the owner and president of Zickefoose Reserves, LLC,… Read More

FINRA Fines Oppenheimer $1.4 Million for Sale of Unregistered Penny Stocks

Securities Lawyer 101 Blog On August 5, 2013, the Financial Industry Regulatory Authority (“FINRA”) announced that it had fined Oppenheimer and Co., Inc. $1,425,000 for allowing the sale of unregistered stock of penny companies, and for its failure to… Read More

FINRA Investigates Trading Algorithms

The Financial Industry Regulatory Authority (“FINRA”) is investigating Trading Algorithms and whether trading firms that engage in high frequency trading have proper controls in place to ensure their trading algorithms do not malfunction and cause harm to public markets. The regulator… Read More

SEC Amends Financial Responsibility Rules for Broker-Dealers

On July 31, 2013, the Securities and Exchange Commission (“SEC”) announced the adoption of amendments to the net capital, customer protection, books and records, and notification rules for broker-dealers. The amendments to the broker-dealer financial responsibility rules are designed to… Read More

More Paperwork for Broker-Dealers l Securities Lawyer 101

Securities Lawyer 101 Blog On July 31, 20113, the Securities and Exchange Commission (the “SEC”)  announced the adoption of rules created to increase safeguards for investor assets held at broker-dealers registered with the SEC and Financial Industry Regulatory Authority (“FINRA”). According to the… Read More

A New Crowdfunding Watchdog in Massachusetts

Securities Lawyer 101 Blog Consumer watchdogs and the Securities and Exchange Commission (“SEC”) as well are aware that certain provisions of the new Rule 506 created in connection with the JOBS Act could encourage fraud if not effectively… Read More

SEC Charges Investor Relations Provider With Insider Trading

Securities Lawyer 101 Blog On July 26, 2013, the Securities and Exchange Commission (the “SEC”) charged Stephen B. Gray, an investor relations provider with insider trading in the securities of his firm’s clients. The SEC action alleges that Gray obtained confidential information… Read More

SEC Settles Charges For Registration Violations in Unregistered Securities

Securities Lawyer 101 Blog On July 23, 2013, the Securities and Exchange Commission (the “SEC”)  settled charges against Florida resident Jorge Bravo, Jr., for unlawful sales of millions of shares of unregistered securities without complying with the registration statement… Read More

Securities Violator Patrick Kiley Sentenced to 20 Years in Prison

Securities Lawyer 101 Blog On July 15, 2013,  Patrick Kiley was sentenced to 20 years in prison and ordered to pay $155 million in restitution in connection with his conviction on 15 criminal counts including mail and wire fraud, conspiracy… Read More

Securities Attorney, Richard Kranitz Sentenced to 18 Months

Securities Lawyer 101 Blog On July 17, 2013, Richard Kranitz, a Wisconsin securities attorney was sentenced to 18 months in federal prison Wednesday for his role in a securities fraud involving an FBI Sting operation. Kranitz was also sentenced… Read More

SEC Issues Trading Suspension of Camelot Entertainment and 5 Other Issuers

SEC issued a trading suspension of Camelot Entertainment Group, Inc. (CMGR), Cavico Corp. (CAVO), Global 8 Environmental Technologies, Inc. (GBLE), GTC Telecom Corp. (GTCC), ICF Corporation (ICFO) and New NRG, Inc. (NNRG) due to a lack of current and accurate information.  The suspended issuers failed to file required periodic reports with the SEC.  The SEC entered the temporary trading suspension order was pursuant to Section 12(k) of the Securities Exchange Act of 1934 (Exchange Act).

Rule 506 Gives Bad Actors The Boot l Going Public Lawyers

Securities Lawyer 101 Blog On July 10, 2013, the Securities and Exchange Commission (the “SEC” or “Commission”) adopted amendments to rules promulgated under Regulation D of the Securities Act of 1933, as amended (the “Securities Act”) to

When the SEC Investigates l Securities Lawyer 101

Securities Lawyer 101 Blog No company wants to become the target of a Securities and Exchange Commission (“SEC”) investigation, and no investor welcomes an inquiry into a stock he holds. Issuers and shareholders alike need to understand how… Read More

Securities Lawyers Gone Wild l Michael Scaglione Indicted

Securities Lawyers Gone Wild Series          Securities Lawyer 101 Blog On July 10, 2013, Michael Scaglione, a Coral Gables securities attorney, was arrested by the FBI and charged in the the Eastern District of New York,… Read More

Going Public Question & Answer l Ask Securities Lawyer 101

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… Read More

The JOBS Act l Rule 506

Securities Lawyer 101 Blog The Jumpstart Our Business Startups (“JOBS”) Act was signed into law by President Obama on April 5, 2012. The JOBS Act  required the Securities and Exchange Commission (the “SEC”) to issue final regulations regarding… Read More

The SEC Blacklists Bad Actors ln Rule 506 Offerings

Securities Lawyer 101 Blog On July 10, 2013, the SEC approved a rule banning the use of the Rule 506 exemption from securities registration if  the issuer and bad actors  had a “disqualifying event.”  The new ban on bad actors becomes… Read More

Promissory Notes l Securities Lawyer 101

Securities Lawyer 101 Blog Private companies going public seek to raise capital for a variety of reasons.  This capital may be sought from the sale of equity ownership of the corporate entity or debt such as a loan. … Read More

Registration Statements l Going Public Lawyer

Securities Lawyer 101 Blog This blog post addresses the most common questions we receive about going public using Form S-1 and the SEC registration statement process. Q. How do I register a securities offering for my company with… Read More

What is the OTC Pink Current Tier? Going Public Lawyers

Securities Lawyer 101 Blog Q. What is the OTC Markets OTC Pink Current Tier? A. Companies on the Pink Sheets are assigned to one of three tiers by the OTC Markets based upon the amount of disclosure the… Read More

What Does Rule 506 of Regulation D Require? Going Public Lawyers

Securities Lawyer 101 Blog To offer and sell securities in the United States, an issuer must comply with the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), or must offer and sell the… Read More

SEC Sues Imaging and CEO Dean Janes for Fraud

Securities Lawyer 101 Blog On June 26, 2013, the Securities and Exchange Commission (“SEC”) filed an enforcement action charging Imaging3, Inc. (IMGGQ), and Dean Janes, its CEO, with securities fraud, accusing Janes of misleading shareholders about actions taken… Read More

Rule 144 C & D l Ask Securities Lawyer 101

Securities Lawyer 101 Blog The SEC‘s Compliance and Disclosure Interpretations provide  its interpretations of the rules adopted under the Securities Act of 1933, as amended (the “Securities Act”).  A summary and excerpts of the portions relevant to restricted securities and Rule 144 as… Read More

SEC Suspends Biozoom After Publication of Private Report

Securities Lawyer 101 Blog On June 25, 2013, the Securities and Exchange (“SEC”) suspended trading in the securities of Biozoom, Inc. (BIZM).  In connection with the SEC action, it stated that “certain Biozoom affiliates and shareholders may have unjustifiably

Ask Securities Lawyer 101 l Financial Intermediaries

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