Regulation A + l Rule 506 l Form S-1 Comparison

Rule 506 and Regulation A provide smaller companies with a flexible alternative to raising capital and going public in connection with direct public offering (DPO) and/or traditional initial public offering (IPO).  

Does Regulation A+ Allow Testing the Waters?

Issuers utilizing Regulation A+ are permitted to “test the waters” with potential purchaser and use solicitation materials both before and after the offering statement is filed, subject to compliance with SEC rules on filing and disclaimers.  Using Regulation… Read More

What is Corporate Hijacking?

Corporate hijackings, also known as corporate identity theft, of public shell companies has been around for more than a decade. Corporate hijackings often involve fraudulent state custodianship and/or receivership proceedings disguised to appear legitimate. 

Does Offering Integration Apply in a Regulation A Offering?

The Regulation A + offering integration rules prevent companies from improperly avoiding the SEC’s  registration statement requirements by dividing a single securities offering into multiple securities offerings to take advantage of exemptions that would not be available for the combined offerings. Regulation… Read More

Regulation A+ For Publicly Traded Reporting Companies

Benefits of Regulation A+ Amendments On December 19, 2018, the Securities and Exchange Commission (the “SEC”) adopted amendments to Regulation A informally referred to as Regulation A+. The amendment allows companies that are subject to SEC reporting requirements under… Read More

Rule 506(c) Offerings: Everything You Need to Know

Issuers can advertise their securities offerings under Rule 506(c) of Regulation D. Upon its implementation in 2013, Rule 506(c) removed the 80-year prohibition against the general solicitation and advertising of private placements.

Investor Relations and Rule 506 (c) Offerings

Rule 506(c) of Regulation D. Rule 506(c) removes the 80-year prohibition against the general solicitation and advertising of private placements.

Leading Vaping Company Juul Warned About its Practices

According to CNBC, the FDA has slammed vaping company Juul for illegal marketing practices and is threatening fines and seizures against the company. Juul has been claiming that its vapes/e-cigarettes are healthy alternatives to cigarettes, but it turns… Read More

Infamous Former Pharma CEO Martin Shkreli Sues Investor from Prison

Martin Shkreli, who gained infamy in 2015 for buying the drug Daraprim, an antiparasite that costs pennies to make, and raising its price to $750 per pill, then later doing all sorts of crazy things, is back at… Read More

S-1 Registration Requirements, Filing Form S-1, S-1 Offering, S-1 Lawyers

S-1 Filing Requirements, Filing Form S-1, S-1 Offering, S-1 Lawyers – The process of going public using Form S-1 must be structured properly to be successful. Form S-1 is one of the most common forms used to register securities.

Regulation A Form 1-A Offering Circular Disclosures – Going Public Lawyers

Regulation A Form 1-A Offering Statements require line item disclosure of information about the issuer and the offering. Form 1-A is subject to a full review by the SEC.

Final Judgment Against Robert DePalo, a Broker Charged with Stealing from Investors

On February 5, 2019, the SEC obtained a final judgment against a New York-based broker, Robert DePalo who was charged with orchestrating a $6.5 million offering fraud. In May 2015, the SEC charged Robert DePalo with defrauding over twenty investors… Read More

Former COO Fraudulently Caused Advisory Firm to Overbill Clients

The SEC filed on March 28, 2019 charges against the former Chief Operating Officer (COO), Richard Diver of a Commission-registered investment adviser for aiding and abetting the advisory firm’s actions to overbill its clients as part of a… Read More

Rule 163B and Testing the Waters

On February 19, 2019, the SEC posted a new proposed rule intended to make it possible for all issuers to “test the waters” when contemplating a public offering of securities. Until now, only issuers considered emerging growth companies… Read More

Court Imposes Lifetime Officer-And-Director Bars On Michael J. Kipp, Swisher’s former CFO, and Joanne K. Viard

A federal district court has permanently barred two former corporate officers of a North Carolina-based hygiene and sanitation company from serving as officers or directors of public companies. The SEC charged the two officers of Swisher Hygiene, Inc., Michael… Read More

Corporate Hijackings, Reverse Merger Scams and Going Public

Going public transactions have been plagued by promoters and shady lawyers selling hijacked dormant issuers for reverse merger transactions. Unsuspecting private companies seeking to go public have become victims of this decade long crime spree.

Court Enters Final Judgments in Eb-5 Scheme, Ordering Return of $25.8 Million to Defrauded Chinese Investors

On November 19, 2018, a U.S. District Court for the Central District of California entered final judgments on consent against defendants Edward and Jean Chen, husband and wife, and five entity defendants who had been charged with defrauding… Read More

Owner of Options Trading Website, Mark Suleymanoy Charged for Defrauding Retail Investors

On December 3,2018 the SEC charged Mark Suleymanov of Glen Cove, New York with engaging in an online binary options scheme that defrauded retail investors out of approximately $4 million. The SEC’s complaint alleges that from at least… Read More

David Dreslin and Michael Toups charged with Orchestrating a Fraudulent Public Shell Company Scheme

The SEC announced on December 3,2018 fraud charges against a Florida-based CPA, a former broker, and his spouse, for their roles in a fraudulent scheme involving the creation and sale of a public shell company and false regulatory… Read More

A Kentucky Man, Jared Forrester charged for Role in Nationwide Oil Investment Scheme

The Securities and Exchange Commission charged a 35-year-old Jared Forrester for his role in a scheme that resulted in the fraudulent offering and sale of at least $15 million of securities to more than 150 investors. The SEC’s… Read More

Court Enters Final Judgment in Case Against Immigration Lawyer, Steve Qi and His Law Firm

On November 5, 2018, a U.S. District Court for the Central District of California entered a final judgment on consent against immigration attorney, Steve Qi, and his law firm who were charged with violations in connection with the… Read More

OTC Markets Public Companies Charged With Failing to Comply With Form 10-Q Requirements

The Securities and Exchange Commission announced charges against five public companies for failing to provide financial statements that were reviewed by their independent external auditor when they filed quarterly reports with the Commission on Form 10-Q. Regulation S-X… Read More

Business Services Company Barrett Business Services Inc. and Former CFO James D. Miller Charged With Accounting Fraud

The Securities and Exchange Commission charged the former chief financial officer of Barrett Business Services Inc. for his role in an accounting fraud involving BBSI’s workers’ compensation expenses. The SEC also charged BBSI in the accounting fraud and… Read More

Business Services Company Barrett Business Services Inc. and Former CFO James D. Miller Charged With Accounting Fraud

The Securities and Exchange Commission charged the former chief financial officer of Barrett Business Services Inc. for his role in an accounting fraud involving BBSI’s workers’ compensation expenses. The SEC also charged BBSI in the accounting fraud and… Read More

Biopharmaceutical Company Clovis Oncology Inc. & Executive Patrick Mahaffy Charged With Misleading Investors About Cancer Drug

The Securities and Exchange Commission announced that a Boulder, Colorado-based biopharmaceutical company, its CEO, and its former CFO will pay more than $20 million in penalties to settle charges of misleading investors about the company’s developmental lung cancer… Read More

SeaWorld and Former CEO James Atchison to Pay More Than $5 Million to Settle Fraud Charges

The Securities and Exchange Commission today announced that SeaWorld Entertainment Inc. and its former CEO have agreed to pay more than $5 million to settle fraud charges for misleading investors about the impact the documentary film Blackfish had on the… Read More

Broker-Dealer Cowen Execution Services LLC to Pay $2.75 Million Penalty for Providing Deficient Blue Sheet Data

The Securities and Exchange Commission announced that Convergex Execution Solutions LLC, now known as Cowen Execution Services LLC, will pay $2.75 million to settle charges that the broker-dealer firm provided the SEC with incomplete and deficient securities trading… Read More

United Technologies Charged With Violating FCPA

The Securities and Exchange Commission announced that Connecticut-based United Technologies Corporation will pay $13.9 million to resolve charges that it violated the Foreign Corrupt Practices Act (FCPA) by making illicit payments in its elevator and aircraft engine businesses…. Read More

Sanofi Charged With FCPA Violations

The Securities and Exchange Commission announced that Paris-based pharmaceutical company Sanofi has agreed to pay more than $25 million to resolve charges that its Kazakhstan and the Middle East subsidiaries made corrupt payments to win business. According to the… Read More

Legg Mason Charged With Violating the FCPA

The Securities and Exchange Commission announced that Legg Mason Inc. will pay over $34 million to resolve an SEC charge that the company violated the Foreign Corrupt Practices Act (FCPA) in a scheme to bribe Libyan government officials.   According… Read More