The SEC’s Corporate Hijacking Task Force

Securities Lawyer 101 Blog A few weeks ago, the Securities and Exchange Commission (the “SEC”) issued its “Enforcement Initiatives to Combat Financial Reporting and Microcap Fraud and Enhance Risk Analysis.” The SEC release identified financial reporting, microcap fraud and enhancing risk analysis as the… Read More

What is Broker-Dealer Registration? Securities Lawyer 101

Securities Lawyer 101 Blog Broker-dealers are subject to regulation by the SEC, FINRA, Self Regulatory Organizations (“SROs”) such as stock exchanges, and the states in which they do business.  The Securities Exchange Act of 1934 (the “1934 Act”) requires that… Read More

The OTCBB Obsolete Marketplace l Securities Lawyer 101 Blog

Securities Lawyer 101 Blog The OTC Bulletin Board (“OTCBB”) is an electronic quotation system that provides real-time quotes, last-sale prices, and volume information for some over-the-counter securities not listed on a national securities exchange such as NASDAQ. Brokers-dealers who subscribe… Read More

Going Public – OTC Markets OTCQB – Going Public Lawyers

Securities Lawyer 101 Blog Many private companies seeking to go public are opting for going public transactions on the OTC Markets OTCQB.  The OTC Markets Group operates an electronic inter-dealer quotation system called OTC Link.  OTC Markets ranks… Read More

Funding Portal Registration And the JOBS Act

Securities Lawyer 101 Blog On February 5, 2013, the SEC’s Division of Trading provided guidance on the exemption from broker-dealer registration in Title II of the Jumpstart Our Business Startups Act (“JOBS Act”). The SEC’s FAQs are not… Read More

Rule 5123 Requires the Filing of Private Placement Documents

Securities Lawyer 101 Blog The SEC recently approved Rule 5123 that any FINRA member firm selling an issuer’s securities in a non-public offering in reliance on an exemption from registration under the Securities Act is required to file… Read More

Shareholder Solicitations & the SEC’s Proxy Rules

Securities Lawyer 101 Blog Most public companies hold a stockholders’ meeting annually and hold special meetings to vote on special corporate actions such as name changes and mergers.  Shareholder voting on takes place either in person or by… Read More

OTC Markets Rules of the Road

Securities Lawyer 101 Blog The Financial Industry Regulatory Authority (“FINRA”) and the Securities and Exchange Commission (“SEC”) regulate trading of stocks quoted by the OTC Markets Group. OTC Markets is not a regulator and is not affiliated with… Read More

OTC Markets OTC Pink Tier

Securities Lawyer 101 Blog The OTC Markets Group operates an electronic inter-dealer quotation system called OTC Link that broker-dealers use to trade securities not listed on a national securities-related exchange. OTC Markets has three OTC Pink tiers. Each issuer’s… Read More

Boca Raton Attorney William J. Reilly Indicted For Securities Fraud

Securities Lawyer 101 Blog Lawyers Gone Wild Series On October 24, 2012, Boca Raton securities lawyer William J. Reilly was arrested by the FBI for allegedly engaging in a scheme to fraudulently sell stock in a company called Caribbean… Read More

What Are Form 8-K Disclosures? Going Public Lawyer

Securities Lawyer 101 Blog Private companies seeking to go public should be aware that once their S-1 or other registration statement is declared effective by the SEC, the company will be required to publicly file on the SEC’s EDGAR database annual… Read More

NYSE and NASDAQ Compensation Committee Proposals

Securities Lawyer 101 Blog On January 17, 2013, the Securities and Exchange Commission (the “SEC”) approved proposals by the New York Stock Exchange (“NYSE”) and the NASDAQ Stock Market (“NASDAQ”) regarding compensation committee and compensation adviser independence, as… Read More

How Can I List My Company on NASDAQ?

Securities Lawyer 101 Blog Private companies that go public often attempt to list on a national securities exchange.  One of these, the NASDAQ Stock Market (“NASDAQ”) has three distinct tiers for companies considering an exchange listing as part… Read More

OTC Markets Eliminates Quarterly Legal Opinions For OTC Pink Market

Securities Lawyer 101 Blog On January 3, 2013, OTC Markets revised its disclosure requirements for issuers quoted on OTC Markets’ “OTC Pink Current Information” tier. As set forth in our January 4, 2013 blog post, these revisions reduced the… Read More

Spam 101 l Securities Lawyer 101 Blog

Securities Lawyer 101 Blog Spam is unsolicited information–usually cast in the form of an advertisement–that is sent to a large number of recipients electronically.  Spam may take the form of an email or a series of message board postings. The… Read More

SEC Seeks Order For Section 3(a)(10) Action

Securities Lawyer 101 Blog On December 23, 2013, the Securities and Exchange Commission (“SEC”) entered into a proposed settlement of a pending civil action against Advanced Cell Technology, Inc. (“Advanced Cell”), arising out of Advanced Cell’s issuance of hundreds of millions of… Read More

OTC Markets Increases Disclosure Requirements for OTC Pink Issuers

Securities Lawyer 101 Blog On January 3, 2013, the OTC Markets revised its disclosure requirements for issuers quoted with an OTC Markets “OTC Pink Current” tier. These revisions increase current events disclosures for a laundry list of corporate events… Read More

What Is Section 16 Reporting? Securities Lawyer 101

Securities Lawyer 101 Blog Section 16(a) of the Exchange Act of 1934 (the “Exchange Act”) requires the reporting of beneficial ownership by the officers, directors and stockholders who hold stock directly or indirectly, beneficially owning more than 10%… Read More

Emerging Growth Company – Going Public Attorneys

Securities Lawyer 101 Blog On April 5, 2012, President Obama signed the Jumpstart Our Business Startups Act (the “JOBS Act”), which was intended to help smaller and emerging growth companies raise capital in the U.S. markets. The JOBS Act amends, and adds… Read More

The SEC Issues Trading Suspension of Southridge Enterprises

Securities Lawyer 101 Blog On Dec 28, 2012, the Securities and Exchange Commission (“SEC”) announced a trading suspension, pursuant to Section 12(k) of the Securities Exchange Act of 1934 (the “Exchange Act”), of the securities of Southridge Enterprises,… Read More

Securities Registration and the Emerging Growth Company

If a private company undertakes a public offering, the Securities Act of 1933, as amended (the “1933 Act”) requires the private company to file a registration statement with the SEC before it may offer its securities for sale… Read More

How Do I Go Public to Raise Capital?

Securities Lawyer 101 Blog A private or public company can raise capital in a variety of ways. Traditional sources of capital for companies include loans from financial institutions such as a bank, or from friends and family as… Read More

JOBS Act l Research Analysts and Underwriters

Securities Lawyer 101 Blog On September 28, 2012, the Financial Industry Regulatory Authority, Inc. (“FINRA”) proposed rule changes to the Securities and Exchange Commission (the “SEC”), for NASD Rule 2711, which regulates the activities of research analysts. The… Read More

Securities Lawyers Gone Wild l Carl Duncan

Securities Lawyer 101 Blog On September 27, 2012, the SEC charged 8000, Inc. and Carl Duncan, Esq. for his role in a scheme to manipulate 8000, Inc.’s stock price. The SEC complaint alleges that certain defendants misrepresented 8000,… Read More

Removing the Advertising Ban in Rule 506 Offerings

Securities Lawyer 101 Blog Rule 506(c) of Regulation D, enacted under the Jumpstart Our Business Startups Act (the “JOBS Act”) is intended to help smaller and emerging growth companies raise capital in the U.S. capital markets. The JOBS Act… Read More

How Did the JOBS Act Change Mandatory Exchange Act Registration?

Securities Lawyer 101 Blog On April 5, 2012, President Obama signed the Jumpstart Our Business Startups Act (the “JOBS Act”), which is intended to help smaller and emerging growth companies access the U.S. capital markets. The JOBS Act… Read More

OTC Markets OTC Pink Disclosure Obligations

Securities Lawyer 101 Blog  OTC Markets Group operates the world’s largest electronic inter-dealer quotation system. Broker-dealers use it to trade unlisted securities. OTC Markets assigns issuers to one of three tiers based upon the level of disclosure provided. The OTC Pink is… Read More

Equity Crowdfunding 101- Going Public Lawyers

Securities Lawyer 101 Blog On April 5, 2012, President Obama signed the Jumpstart Our Business Startups Act (the “JOBS Act”), which is intended to help smaller and emerging growth companies access the U.S. capital markets. The JOBS Act… Read More

BP to Pay $525 Million to SEC – Securities Lawyer 101 – Go Public Blog

Securities Lawyer 101 Blog On November 15, 2012, the Securities and Exchange Commission charged BP p.l.c. with misleading investors by significantly understating the flow rate while its Deepwater Horizon oil rig was gushing into the Gulf of Mexico in 2010…. Read More

FINRA Issues Crowdfunding Rules

Securities Lawyer 101 Blog The Financial Industry Regulatory Authority (“FINRA”) has issued a voluntary form for prospective crowdfunding portals under the Jumpstart Our Business Startups Act (“JOBS Act”), signed in April 2012 by President Obama. Anyone who intends to… Read More