Transamerica Entities to Pay $97 Million to Investors Relating to Errors in Quantitative Investment Models

The Securities and Exchange Commission today announced charges against four Transamerica entities for misconduct involving faulty investment models and ordered the entities to refund $97 million to misled retail investors. According to the SEC’s order, investors put billions of… Read More

Fee Rate Advisory #1 for Fiscal Year 2019

The Securities and Exchange Commission announced that in fiscal year 2019 the fees that public companies and other issuers pay to register their securities with the Commission will be set at $121.20 per million dollars. The securities laws require… Read More

Deutsche Bank to Pay Nearly $75 Million for Improper Handling of ADRs

The Securities and Exchange Commission announced on July 20, 2018 that two U.S.-based subsidiaries of Deutsche Bank AG will pay nearly $75 million to settle charges of improper handling of “pre-released” American Depositary Receipts (ADRs). The case stems from a continuing… Read More

Citigroup to Pay More Than $10 Million for Books and Records Violations and Inadequate Controls

The Securities and Exchange Commission announced that Citigroup has agreed to pay $10.5 million in penalties to settle two enforcement actions involving its books and records, internal accounting controls, and trader supervision. The charges stem from $81 million… Read More

How to Spot a Penny Stock Scam

Have you ever played a penny stock?  Or invested in one you believed or hoped was real, perhaps even the Next Big Thing?  If so, you probably know the roads in Pennyland are full of potholes.  Many of… Read More

Former CEO Kevin Modany and CFO Daniel Fitzpatrick of ITT Barred and Ordered to Pay Penalties

The Securities and Exchange Commission announced on July 6, 2018  settlements with two former senior executives of ITT Educational Services Inc., which the SEC charged hid its true financial condition from investors.  This resolution successfully concludes the SEC’s case, which… Read More

Foreign Private Issuers NYSE Audit Committee Requirements

The New York Stock Exchange (NYSE) corporate governance standards are contained in Section 303A of the NYSE Listed Company Manual. The NYSE corporate governance standards apply to all US companies that are listing or have listed equity securities… Read More

Foreign Private Issuer NYSE Audit Committee Requirements

The New York Stock Exchange (NYSE) corporate governance standards are contained in Section 303A of the NYSE Listed Company Manual. The NYSE corporate governance standards apply to all US companies that are listing or have listed equity securities… Read More

Yao Li Settles Insider Trading Charges

On July 24, 2018, the Securities and Exchange Commission (SEC) announced that Yao Li, a senior executive at a Silicon Valley fiber optics company agreed to settle charges that he made nearly $200,000 in illicit profits by trading on… Read More

OTC Markets OTCQB, OTCQX, OTC Pink Quotation, Listing and Disclosure

Public companies with shares traded on OTC Markets OTC Link® ATS are organized into three unique market places. In part, the trading market depends upon whether the issuer is required to comply with the SEC Reporting Requirements. The… Read More

How to Go Public Using Form S-1 – Going Public Lawyers

Using a Form S-1 Registration Statement to Go Public Private companies that go public commonly use a registration statement (“Registration Statement”) on Form S-1 under the Securities Act of 1933, as amended (the “Securities Act”) to go public…. Read More

Regulation A+ 2018 Shelf Offerings

Posted by Brenda Hamilton, Securities Attorney Regulation A also known as Regulation A+ provides an existing exemption from registration for smaller issuers of securities. Regulation A+ offerings can be used in combination with direct public offerings and initial public offerings as part of a Going Public Transaction.  One key benefit of… Read More

Use of Proceeds In Form S-1 Registration Statements – Form S-1

Companies going public with Form S-1 have several options in how to structure their transaction when registering securities with the Securities and Exchange Commission (“SEC”).  Form S-1 enables issuers to raise capital using the registration statement or register… Read More

What Stock Can Be Registered on Form S-1?

A registration statement on Form S-1 can be used to register various types of securities offerings with the Securities and Exchange Commission (“SEC”).   Form S-1 provides issuers with flexibility in the types of securities that can be registered.  Form… Read More

Go Public Using Form S-1 – 2018

Go Public Using Form S-1 – 2018 Private companies going public commonly use a registration statement (“Registration Statement”) on Form S-1 under the Securities Act of 1933, as amended (the “Securities Act”). When a Form S-1 Registration Statement is… Read More

Form S-1 Financial Statement Requirements

Companies that register securities for direct public offering on Form S-1 as part of their going public transaction must provide audited financial statements to the Securities and Exchange Commission (“SEC”). These financial statements include a balance sheet, statement of shareholders’ equity, income statement and statement… Read More

Selling Shareholder Form S-1 Disclosures

Companies going public with Form S-1 or Regulation A + have a variety of structures for their transactions. Companies can sell shares in reliance upon Rule 506 of Regulation D and file a selling shareholder registration statement with the Securities and… Read More

Going Public Using a Form S-1 Registration Statement

Going Public Using a Form S-1- 2018 Private companies going public commonly use a registration statement (“Registration Statement”) on Form S-1 under the Securities Act of 1933, as amended (the “Securities Act”). When a Form S-1 Registration Statement is… Read More

OTCQB Listing, OTCQB Requirements, OTCQB Reporting

The OTC Markets created the OTCQB Venture Market early-stage and developing U.S. and international companies. To be eligible for quotation on the OTCQB Venture Market, companies must be current in their reporting obligations, have a minimum bid price… Read More

Christopher Lollar Settles Charges of Insider Trading Ahead of Oil Discovery Announcement

On April 4, 2018, Christopher Lollar has agreed to settle SEC charges that he conducted insider trading ahead of a market-moving announcement about the company’s discovery of a significant new oil source. The SEC alleges in its complaint,… Read More

Beware of Custodianship Shells and Reverse Mergers

The Securities and Exchange Commission (“SEC”) says it doesn’t like over-the-counter shell companies especially when reverse mergers are involved, and would like to see them gone from the marketplace.  To that end, its Enforcement Division cooked up an… Read More

William Schantz and Verto Capital Management LLC Settle Claims for Additional Investments in Scheme Involving Life Settlements

On February 27, 2018, the United States District Court for the District of New Jersey entered an amended judgment against Verto Capital Management LLC and William Schantz, of Moorestown, New Jersey. Verto Capital Management LLC and William Schantz… Read More

Whistleblower Receives $2.5 Million Reward

On July 25, 2017, the Securities and Exchange Commission (“SEC”) announced an award of nearly $2.5 million to an employee of a domestic government agency whose whistleblower tip helped launch an SEC investigation and whose continued assistance enabled… Read More

FBI Informant Guy Gentile Pushes Back

In September, we wrote about Guy Gentile, the owner of two successful stock brokerages, and his troubles with the U.S. Department of Justice (“DOJ”).  According to the DOJ, back in 2007-2008, Guy Gentile had become involved in the… Read More

Attorney Adam Tracy & the Nefarious World of Custodianship Shells

The Securities and Exchange Commission (“SEC”) says it doesn’t like over-the-counter shell companies, and would like to see them gone from the marketplace.  To that end, its Enforcement Division cooked up an initiative it called  “Operation Shell-Expel”.  It… Read More

Stanley Kowalewski Sentenced to 18 Years’ Imprisonment for Wire Fraud and Obstruction of Justice

On March 25, 2016, the Honorable Richard W. Story of the United States District Court for the Northern District of Georgia sentenced Stanley Kowalewski to 18 years’ imprisonment for defrauding the investors in his hedge funds and obstructing… Read More

Attorney Adam Tracy & the Nefarious World of Custodianship Shells

The Securities and Exchange Commission (“SEC”) says it doesn’t like over-the-counter shell companies, and would like to see them gone from the marketplace.  To that end, its Enforcement Division cooked up an initiative it called  “Operation Shell-Expel”.  It… Read More

DTC Eligibility Q & A – Creating Liquidity with Electronic Trading

Posted By Brenda Hamilton, Securities Lawyer 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… Read More

Corporate Hijacking Insights

Corporate hijacking of public shell companies, also known as corporate identity theft, has been around for more than two decades.  It is increasingly used by fraudsters to acquire control of publicly traded shell companies so they may be… Read More

DTC Conspiracy Theories Continue In 2015

Securities Lawyer 101 Blog We continue to receive inquiries from management and shareholders of public companies about the Depository Trust Company (“DTC”).  Many of these people assert that there is a larger DTC conspiracy in the works.  Frequently,… Read More