How Corporate Hijackings Harm Small Business

Posted by Brenda Hamilton Attorney Corporate hijackings, also known as corporate identity theft, of public shell companies has been around for more than two decades.  For years these hijackings have been used by fraudsters to acquire control of publicly traded shell… Read More

Overview of Disclosures Drafted by a Going Public Lawyer

Private companies seeking public company status should weigh the benefits and risks before going public. The right going public attorney can help you weigh these risks and avoid many of the pitfalls surrounding going public transactions.  A going… Read More

Brenda Hamilton

Brenda Hamilton, our law firm’s founder and a securities lawyer has counseled clients in legal and compliance matters involving securities and financial transactions including underwritten and direct public offerings, equity and debt offerings, corporate legal and compliance matters… Read More

Notable Representation – Hamilton & Associates

The going public attorneys at Hamilton & Associates have represented issuers seeking to direct public offerings, secondary offerings and initial public offerings.  The firm has represented more than 300 corporate entities and market participants in securities and corporate finance matters. The… Read More

Services – Going Public Lawyers – Direct Public Offerings

The securities and going public lawyers at Hamilton & Associates Law Group provide private and public companies with reliable representation in various types of going public transactions, securities related transactions, Securities and Exchange Commission (“SEC”) disclosure and defense and… Read More

FINRA Addresses Confidentiality Provisions In Notice 14-40

Securities Law Blog In  FINRA Regulatory Notice 14-40, members are cautioned that it is a violation of FINRA Rule 2010- Standards of Commercial Honor and Principles of Trade- to incorporate confidentiality provisions into settlement agreements where the provisions… Read More

DTC Chill Conspiracy Theories On the Rise

Securities Lawyer 101 Blog The Depository Trust Company (“DTC”) is the only stock depository in the United States.  When DTC provides services as the depository for an issuer’s securities, its securities can trade electronically. Without DTC eligibility, it is almost… Read More

FINRA Uses Rule 6490 To Stop Reverse Merger Wash, Rinse, Repeat Issuers

Securities Law Blog In late 2009, the Financial Industry Regulatory Authority (“FINRA”) proposed changes to its Rule 6490.  Until that time, the Rule had provided merely that the agency review and process certain corporate actions taken by companies not listed… Read More

Investor Relations Firm Employee Michael Lucarelli Indicted

Securities Law Blog On August 26, 2014, the U.S. Attorney’s Office for the Southern District of New York announced charges against Michael Anthony Dupre Lucarelli. Lucarelli is charged with 13 counts of criminal insider trading over his alleged scheme… Read More

New York State Prepares to Regulate Bitcoin By: Brenda Hamilton, Attorney

Securities Lawyer 101.com The New York State Department of Financial Services (NYDFS) has stated that it will consider proposals for a regulated virtual currency exchange to better protect consumers and prevent money-laundering. Cryptocurrencies like Bitcoin continue to grow… Read More

Corporate Hijackings & The Assault On Small Companies

Securities Lawyer 101 Blog Corporate hijackings, also known as corporate identity theft, of public shell companies has been around for more than a decade.  It is a growing method used by fraudsters to acquire control of publicly traded shell companies to use in reverse… Read More

Reverse Merger Attorneys

SEC Charges Investment Adviser, Gonzalo Ortiz with Securities Fraud

Traditionally, private companies become publicly traded by registering an offering under the Securities Act of 1933, as amended. Reverse Mergers involve backdoor going public transactions that are often plagued with bad actors. Where public shell is used, reverse… Read More

Reverse Mergers & Corporate Hijacking Attorneys

Reverse Mergers & Corporate Hijackings Corporate hijacking, also known as corporate identity theft, of public shell companies has been around for more than a decade. Corporate hijacking is a growing method used by fraudsters to acquire control of publicly traded  shell companies…. Read More

What Stock Can Be Registered On Form S-8?

Form S-8, Form S-8, Form S-8 Registration, Form S-8 Registration Statement, SEC Form S-8,

Can I List On the OTC Pinks Using a Reverse Merger? Going Public Lawyers

Securities Lawyer 101 Blog One way for private companies to go public is through a Reverse Merger (“Reverse Merger”) with a public shell company.  Securities regulators tend to look askance at Reverse Mergers, fearing they may be used as vehicles… Read More

What is Depository Trust Company? DTC Requirements and Eligibility

Securities Lawyer 101 Blog Q. What is The Depository Trust Company (DTC)? A. It is the only stock depository in the United States. Q. How do public companies obtain DTC eligibility? A. Issuers must satisfy specific criteria established… Read More

Corporate Hijackings In Going Public Transactions

Securities Lawyer 101 Blog Corporate hijackings, also known as corporate identity theft, of public shell companies have been a problem for more than a decade.  Hijackings are increasingly used by fraudsters to acquire control of publicly traded shell… Read More

OTC Pink Sheets l OTC Pink Market Lawyers

Securities Lawyer 101 Blog Getting Listed on the OTC Pink Sheets Many companies going public for the first time are opting for the OTCMarkets OTC Pink

Reverse Merger Attorneys l Going Public Lawyers

Going Public transactions involving reverse mergers involve unique risks and expansive disclosures.  Hamilton and Associates has extensive experience in reverse merger due diligence and transactions. Traditionally, private companies become publicly traded by registering an offering under the Securities Act… Read More

Does My Public Company Have to Disclose A Wells Notice?

Securities Lawyer 101 Blog A Wells Notice is sent to subjects of a Securities and Exchange Commission (“SEC”) investigation when Enforcement staff has substantially completed its investigation and intends to recommend that an enforcement be pursued.  Under SEC… Read More

DTC Eligibility Question & Answer – Going Public Attorney

  Q. What is The Depository Trust Company (DTC)? A. DTC is the only stock depository in the United States. Q. Why is DTC so important to public companies? A. When DTC provides services as the depository for… Read More

Dead Stock Walking – Corporate Hijackings

Corporate hijackings, also known as corporate identity theft, of public shell companies has been around for more than two decades.  It  is a growing method used by fraudsters to acquire control of publicly traded  shell companies to use in reverse merger transactions involving… Read More

Rule 504 l OTC Pink Offerings

Securities Lawyer 101 Blog Rule 504 of Regulation D is a transactional exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”) for non-reporting companies when they offer and sell securities. OTC… Read More

Rule 504 l OTC Markets OTC Pink Market Checklist

Securities Lawyer 101 Blog Rule 504 of Regulation D is a transactional exemption from the registration statement requirements of the Securities Act of 1933, as amended (the “Securities Act”) for non-reporting companies when they offer and sell securities.  OTC… Read More

Reverse Mergers 101 – Going Public Attorneys

Traditionally, private companies become publicly traded filing a registration statement under the Securities Act of 1933, as amended. Another established method for private companies go public is through a Reverse Merger (“Reverse Merger”) with a public shell company…. Read More

What Causes a DTC Chill? Going Public Lawyers

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

Corporate Hijackings 101

Corporate hijackings, also known as corporate identity theft, of public shell companies have been around for more than a decade.  It  is a growing method used by fraudsters to acquire control of publicly traded  shell companies to use in reverse merger transactions involving… Read More

OTC Markets 101 – Going Public Attorneys

OTC Markets attorneys can help the issuer list on one of the several tiers of the OTC Markets Group, Inc. (“OTC Markets”).  The OTC Markets Group is a private company that operates an electronic inter-dealer quotation system that displays… Read More

Does FINRA Rule 6490 Impact Going Public Transactions?

FINRA Rule 6490 has had an important impact on going public transactions specifically reverse mergers with public shell companies.

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