SEC Rule 10b-5 l Securities Lawyer 101

SEC Rule 10b-5 is the primary anti-fraud provision of the federal securities laws. It was adopted pursuant to Section 10(b) of the Securities Exchange Act of 1934 (“1934 Act”), as amended and is the primary rule used in securities… Read More

The Securities Laws That Apply to Crowdfunding – Rules and Regulations

If you intend to raise money using the regulations for crowdfunding or take your company public, you will need to understand how the SEC’s registration statement requirements work, and how you may be able to raise money from the correct application of federal and state exemptions from registration. Crowdfunding is the solution…

Short Sale – Q & A – Short Seller Rules – Regulation SHO Lawyers

A short sale transaction can be part of a legitimate trading strategy if done legally. Illegal  Short selling… 

When Private Placements Go Public – Rule 506-c Attorneys

Rule 506 of Regulation D of the Securities Act of 1933 provides a private placement exemption from federal securities registration which is increasingly being used by companies seeking to raise capital prior to going public. 

Benefits of Direct Public Offerings

While going public offers many benefits, it also comes with risks and a large number of regulations with which issuers must become familiar. Despite the risks, the U.S. capital markets remain one of the most attractive sources of… Read More

Tips For Going Public With A Direct Public Offering

More and more issuers going public opt for a direct public offering. Unlike an Initial Public Offering (IPO), in a direct public offering, the issuer sells shares of its stock directly to investors rather than through an underwriter. Going public transactions using a direct public… Read More

Ross Mandell Begins a New Life

Ross Mandell, a former broker and the owner of Sky Capital LLC and Sky Capital Holdings Ltd. was released from federal home confinement in early January of this year. He isn’t letting grass grow under his feet: he… Read More

What are SEC Periodic Reporting Requirements? Securities Lawyer 101

Companies become subject to the SEC’s periodic reporting requirements in several 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’s periodic reporting… Read More

Reg A+ Securities Offerings and FAST Act

Prospective For Underwriters & Broker-Dealers: Due Diligence Considerations Unlike traditional Initial Public Offerings (“IPOs”), there is no potential liability for issuers under Section 11 of the Securities Act in connection with Regulation A+ offerings. Sellers in Regulation A+… Read More

FORM S-1 REGISTRATION STATEMENTS – WHAT COMPANIES NEED TO KNOW ABOUT FORM S-1 & GOING PUBLIC

Form S-1 Benefits & Going Public When a company sells shares, the shares must be covered by an effective registration statement or exempt from the Securities & Exchange Commission’s registration statement requirements. Form S-1 is the most commonly… Read More

Investor Relations 101 – The Securities Laws & Stock Promotion

What Is Investor Relations? Investor relations or stock promotion involves disseminating information about a public company to increase its stock price and/or trading volume. The person who publishes this information is sometimes referred to as a “Stock Promoter”,… Read More

SEC Obtains Final Judgment Against Kevin Dills – Joseph Padilla Sentenced in Criminal Case

On March 19, 2024, the U.S. District Court for the District of Massachusetts entered final judgments against California resident Kevin C. Dills and two entities that Dills controlled, Bright Star International, Inc. and Life Sciences Journeys, Inc. In… Read More

Going Public & Exchange Act Registration For Foreign Issuers

Foreign companies going public in the United States must file a registration statement covering a class of securities pursuant to the Securities Exchange Act of 1934, as amended (“Exchange Act”) if the class of securities will be listed… Read More

DTC Eligibility Q&A

The Depository Trust and Clearing Corporation (“DTCC”), through its subsidiaries, provides clearing, settlement and information services for securities. DTCC’s subsidiary, the Depository Trust Company (“DTC”), was created to improve efficiencies and reduce risk in the clearance and settlement… Read More

Hamilton & Associates Law Group: Regulation A+ White Paper

Regulation A+ White Paper www.securitieslawyer101.com   This publication is intended to provide information of general interest to the public and is not intended to offer legal advice about specific situations or problems. Hamilton & Associates Law Group, P.A…. Read More

SEC Obtains Final Judgment against Jeffrey Auerbach for Role in Bribery Scheme

On February 5, 2024, the Securities and Exchange Commission (the “Commission”) obtained a final judgment against defendant Jeffrey Auerbach, whom the SEC previously charged for his role in a fraudulent scheme to bribe a stockbroker to buy a… Read More

SEC Charges Stock Squirrel and John Feloni in $1.6 Million Securities Fraud

On September 29,  2023, the SEC charged Massachusetts-based company Stock Squirrel, Inc. and John Feloni, its president and CEO, with defrauding investors of approximately $1.6 million in an unregistered securities offering. According to the SEC’s complaint Feloni and… Read More

SEC Charges Adam R. Long, L2 Capital, LLC and Oasis Capital LLC, as Unregistered Dealers

  On September 28, 2023, the Securities and Exchange Commission (the “SEC“) filed charges against Adam R. Long of Dorado, Puerto Rico, and two companies Long owns and controls for acquiring and selling nearly 6 billion shares of… Read More

SEC Charges Philip Verges, James D. Tilton, Jr., Robert F. Malin and Linda Malin

On September 26, 2023, the Securities and Exchange Commission (the “SEC“) filed charges against Texas resident Philip Verges (“Verges”), James D. Tilton, Jr. (“Tilton”), Robert F. Malin, Linda Malin, Esq., and Blue Citi, LLC (“Blue Citi”) for their… Read More

SEC Charges James P. Anglim in Connection with Fraudulent Scheme to Manipulate Stock Prices

On Monday, July 17, 2023, the Securities and Exchange Commission (the “SEC”)  charged New Jersey resident and former broker-dealer registered representative, James P. Anglim, for engaging in multiple deceptive and manipulative schemes to assist various people who controlled… Read More

SEC Obtains Final Judgment Against Thomas Ronk, Former Short Seller Opportunist

On April 14, 2023, the U.S. District Court for the Central District of California entered a final consent judgment against Thomas Carter Ronk imposing injunctive relief, a five-year officer-and-director bar, a five-year penny stock bar, and a civil… Read More

SEC Obtains Final Judgments Against Alexander J. Dillon, Cosmin I. Panait, and their corporate entities GPL Ventures LLC and GPL Management LLC

On May 2, 2023, the U.S. District Court for the Southern District of New York entered final judgments against Alexander J. Dillon, Cosmin I. Panait, and their corporate entities GPL Ventures LLC and GPL Management LLC, whom the… Read More

SEC Obtains Default Judgments Against Lesley Greyling and Trend Investments Inc

On April 25, 2023, the U.S. District Court for the District of Massachusetts entered final judgments against defendants Trends Investments Inc, Leslie Greyling and Brandon Rossetti, who were previously charged by the SEC with engaging in a scheme… Read More

SEC Obtains Over $5 Million Final Judgment Against Charlie Abujudeh in Multi-Million Dollar Microcap Pump and Dump Scheme

On January 20, 2023, the U.S. District Court for the Eastern District of New York entered a final judgment against California resident Charlie Abujudeh whom the SEC had charged for his role in a microcap fraud scheme targeting… Read More

SEC Obtains Judgment Against Todd Zinkwich

On January 12, 2023, the U.S. District Court in Boston entered a final judgment by consent against Florida resident Todd Zinkwich, whom the SEC charged for engaging in a scheme to manipulate the market for numerous microcap stocks…. Read More

SEC Charges Andrew DeFrancesco, Marlio Mauricio Diaz Cardona, Carlos Felipe Rezk, Nikola Faukovic, and Catherine DeFrancesco for their roles in a fraudulent scheme to mislead investors about Cool Holdings, Inc

On January 6, 2023, the Securities and Exchange Commission (“SEC”) announced charges against five individuals for their roles in a fraudulent scheme to mislead investors about Cool Holdings, Inc., a publicly-traded company (“Cool”). The SEC alleges that, from… Read More

SEC Defendant and FBI Fugitive Justin Costello Arrested

On October 4, 2022, SEC Defendant and FBI fugitive Justin Costello was arrested by an FBI SWAT team. Costello had been on the run from authorities as a fugitive since September 29th after failing to surrender to authorities… Read More

SEC Charges Simon Piers Thurlow, Roger Leon Fidler, Richard Oravec, Bradley Fidler, Bryce Emory Boucher, Joseph D. Jordan in Illegal Microcap Offering

On September 15, 2021, the Securities and Exchange Commission (the “SEC”) charged Simon Piers Thurlow, Richard Oravec, Bryce Emory Boucher, attorney Roger Leon Fidler, and his son, Bradley Fidler, for fraud and illegally offering unregistered securities. The SEC… Read More

SEC Charges Eleven Individuals in $300 Million Crypto Pyramid Scheme known as Forsage

August 1, 2022 — The Securities and Exchange Commission (the “SEC”) today charged 11 individuals for their roles in creating and promoting Forsage, a fraudulent crypto pyramid and Ponzi scheme that raised more than $300 million from millions… Read More

SEC Charges Bradley Moynes and Digatrade Financial Corp in Fraudulent Microcap Scheme

On June 27, 2022, the Securities and Exchange Commission (the “SEC”) charged Canadian citizen Bradley Moynes and Canadian corporation Digatrade Financial Corp. for engaging in a deceptive scheme involving microcap companies that generated more than $1.5 million in… Read More