SEC Charges 3 Regions Bank Executives
On June 25, 2014, the Securities and Exchange Commission (the “SEC”) announced fraud charges against three former senior managers of Regions Bank for intentionally misclassifying loans that should have been recorded as impaired for accounting purposes. As a result, the bank’s publicly-traded holding company overstated its income and earnings per share in its financial reporting. The SEC also entered into a deferred prosecution agreement with Regions Financial Corp., which substantially cooperated with the agency’s investigation and undertook extensive remedial actions.
Transparency Bootcamp – BrokerCheck 101 By: Brenda Hamilton Attorney
Any investor seeking to find out information about a penny stock should begin by investigating management, brokers and the promoters involved with the issuer. FINRA BrokerCheck provides a free online database about brokers and brokerage firms, as well as investment adviser firms and representatives. Investors can learn whether current or former persons involved with the issuer has been sanctioned by securities regulators. Read More
SEC Extends DTC Proposal Period By: Brenda Hamilton
On December 5, 2013, The Depository Trust Company (“DTC”) submitted DTC proposals to change SR-DTC-2013-11 (“Proposed Rules”) pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (“Exchange Act”) and Rule 19b-4 thereunder to the Securities and Exchange Commission (the “SEC”). On March 10, 2014, DTC filed Amendment No 2 to the Proposed Rules. On March 19, 2014, the SEC published Amendment Nos. 1 and 2 for comment, and instituted proceedings to determine whether to approve or disapprove the DTC Proposals, as modified by Amendment Nos. 1 and 2 (“Order Instituting Proceedings”). Read More
New OTCQB Requirements, Listing & Quotation – OTCQB Lawyer
Hamilton & Associates Law Group – Client Update
The OTC Markets Group recently established new eligibility standards for the securities companies to quoted on the OTCQB® Venture Stage Marketplace. OTCQB companies must comply with the new OTCQB eligibility requirements within 120 days after its fiscal year end. This new requirements include an annual certification and annual fees. Issuers with a March 31st fiscal year end must comply with the new OTCQB eligibility requirements by July 31, 2014. Companies that do not comply with the new procedures within the time allowed will be demoted to the OTC Pink tier.
OTCQB Annual Certification
Under the new eligibility requirements, each OTCQB company will be required to post an annual certification through the OTC Markets website stating: (i) the company’s reporting standard and describing the registration status of the company; (ii) that the company is current in its SEC reporting requirements and such information has been posted either on the SEC’s EDGAR database or the OTC Markets website; (iii) the identity of the law firm and/or securities attorneys involved in the preparation of the issuer’s Annual Report or Form 10-K; (iv) the company’s public profile posted on the OTC Markets website is current and complete; (v) the total number of shares outstanding and in the company’s public float as of the most recent fiscal year end; and (vi) the names and securities ownership of all officers, directors, and shareholders holding more than five percent of the company’s shares outstanding. Read More
SEC Periodic Reports – Going Public Attorneys
Issuers become subject to the SEC’s periodic reporting requirements a number of ways including by filing a registration under the Securities Act of 1933, as amended or pursuant to the Securities Exchange Act of 1934. The SEC rules that apply to periodic reports require that publicly traded companies disclose a wealth of information to the public. Periodic reporting also requires that these reports be written in plain English. Understanding these reports helps investors make informed decisions regarding whether to buy, sell or hold a company’s securities.
Periodic reports provide issuers with the opportunity to provide shareholders with transparency by telling their story. Companies that provide materially false or misleading statements, or omit material information that is necessary to render a report not misleading in their periodic reports are subject to liabilities arising under federal and state securities laws. Investors can obtain a company’s Form 10-K, Form 10-Q and Form 8-K filings on the SEC’s EDGAR database. Read More
SEC Charges Transfer Agent, IST Shareholder Services By: Brenda Hamilton Attorney
On May 28, 2014, the SEC announced fraud charges and an emergency asset freeze against IST Shareholder Services, a transfer agent and its owner, Robert Pearson whose misappropriation scheme was discovered during an SEC examination. Read More
SEC Charges Neal V. Goyal in Ponzi Scheme By: Brenda Hamilton Attorney
On May 28, 2014, the Securities and Exchange Commission (“SEC”) obtained a court order freezing assets and halting a fraudulent scheme by Chicago, Illinois-based investment adviser, Neal V. Goyal. In its complaint, the SEC alleges that Goyal told investors that the private funds he managed would invest in securities following a “long-short” trading strategy. In reality, the funds were spent on personal items and a Chicago tavern. Read More