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
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
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
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
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
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 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
Category: Tags: corporate hijacking, Direct Public Offering, Direct Public Offering Attorney, Direct Public Offering Attorneys, Direct Public Offering Lawyer, Direct Public Offering Lawyers, Form S-1, Form S-1 Attorney, Form S-1 Attorneys, Form S-1 Capital, Form S-1 Capital Raise, Form S-1 Law Firm, Form S-1 Law Firms, Form S-1 Lawyer, Form S-1 lawyers, Form S-1 Offering, Form S-1 Prospectus, Form S-1 Registered Offering, Form S-1 Registered Offerings, Form S-1 Registration Statements, Form S-1 Resale, Form S-1 Resales, Form S-1 Selling Shareholder, fraud, Go Public, Go Public Attorney, Go Public Lawyer, Going Public, Going Public Attorneys, Going Public Lawyer, Going Public Lawyers, Reverse Merger Attorney, Reverse Merger Attorneys, Reverse Merger Due Diligence, Reverse Merger Lawyer, Reverse Merger Lawyers, Reverse Merger Transaction, Shell Company
Securities Lawyer 101 Blog Registration of securities on Form S-8 (“Form S-8”) is a short-form registration statement under the Securities Act of 1933, as amended (the “Securities Act”). Form S-8 is available to register securities offered to employees… Read More
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
Category: Blog Posts Tags: 15c-211, Alternative Reporting Standards, Bad Actor, control person, cusip, custodianship shell, Direct Public Offering, director, dorman shell, DTC Eligibility, Due Diligence, Expert Market, Financial Industry Regulatory Authority, financials, FINRA, Form 211, Form 8-K, initial public offering, officer, OTC Markets, OTC Pink, OTCQB, Public Company, Public Company candidate, Reverse Merger, reverse stock split, SEC, SEC Action, SEC Administrative Proceeding, SEC Attorney, SEC Charges, SEC Claim, SEC Defendant, SEC Defense, SEC Defense Attorney, SEC Defense Lawyer, SEC enforcement, SEC Fraud, SEC Injunction, SEC Law Firm, SEC Lawsuit, SEC Lawyer, SEC Litigation, SEC Penny Stock Bar, SEC Reporting, SEC Subpoena, SEC Suit, Securities and Exchange Commission, Securities Attorney, Securities Fraud, Securities Law Defense, Shell Company, stock scheme, Transfer Agent, Unregistered broker-dealer, US GAAP
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
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
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
Category: Blog Posts Tags: Alternative Reporting, Alternative Reporting Requirements, Direct Public Offering, Direct Public Offering Attorney, Direct Public Offering Attorneys, Direct Public Offering Lawyer, Form 211, Form S-1, Form S-1 Attorney, Form S-1 Lawyer, Form SEC, Go Public Direct, Going Public Attorney, Going Public Attorneys, Going Public Lawyer, Going Public Lawyers, Market Maker, OTC Link, OTC Link Lawyer, OTC Markets, OTC Markets Alternative Reporting, OTC Markets and Sponsoring Market Maker, OTC Markets Attorney, OTC Markets Group, OTC Markets Lawyer, OTC Markets Lawyers, OTC Markets Link, OTC Markets Market Maker, OTC Markets OTC Pink, OTC Markets OTCAX, OTC Markets OTCQB, OTC Markets OTCQX, OTC Markets Sponsoring Market Maker, OTC Pink, OTC Pink Attorney, OTC PINK Lawyer, OTC Pink Market, OTC Pink Market lawyer, OTCQB, OTCQB Attorney, OTCQX, OTCQX Attorney, OTCQX Sponsor, OTCQX Sponsor Attorney, Registered Direct Public Offering, Registration Statement, Regulation A, Regulation A Qualification, Regulation A Reporting, Rule 15c2-11, SEC Effectiveness, SEC Qualification, SEC Reporting, SEC Reporting Obligations, SEC Reporting Requirements, Securities Act
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
Category: Tags: Direct Public Offering, Direct Public Offering Attorney, Direct Public Offering Attorneys, Direct Public Offering Lawyer, Direct Public Offering Lawyers, Form S-1, Form S-1 Attorney, Form S-1 Attorneys, Form S-1 Capital, Form S-1 Capital Raise, Form S-1 Law Firm, Form S-1 Law Firms, Form S-1 Lawyer, Form S-1 lawyers, Form S-1 Offering, Form S-1 Prospectus, Form S-1 Registered Offering, Form S-1 Registered Offerings, Form S-1 Registration Statements, Form S-1 Resale, Form S-1 Resales, Form S-1 Selling Shareholder, Form S-1 Selling Shareholder Requirements, Form S-1 Selling Stockholder, Form S-1 Selling Stockholder Requirements, Form S-1. Registration Statement, Go Public, Go Public Attorney, Go Public Lawyer, Going Public, Going Public Attorneys, Going Public Lawyer, Going Public Lawyers, Regulation S-K, Reverse Merger Attorney, Reverse Merger Attorneys, Reverse Merger Due Diligence, Reverse Merger Lawyer, Reverse Merger Lawyers, Reverse Merger Transaction
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
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
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
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
Category: Blog Posts Tags: Non-Accredited Investor, Private Placement Memorandum, Regulation D, Regulation D Attorney, Regulation D Rule 504, Regulation D Rule 504 Securities Offering Requirements, Rule 504 Attorney, Rule 504 Exemption, Rule 504 of Regulation D, Rule 504 Offering, Rule 504 Securities Offering, Rule 506, SEC Reporting Requirements
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
Category: Blog Posts Tags: Non-Accredited Investor, Private Placement Memorandum, Regulation D, Regulation D Attorney, Regulation D Rule 504, Regulation D Rule 504 Securities Offering Requirements, Rule 504 Attorney, Rule 504 Exemption, Rule 504 of Regulation D, Rule 504 Offering, Rule 504 Securities Offering, Rule 506, SEC Reporting Requirements
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
Category: Tags: corporate hijacking, Direct Public Offering, Direct Public Offering Attorney, Direct Public Offering Attorneys, Direct Public Offering Lawyer, Direct Public Offering Lawyers, Form S-1, Form S-1 Attorney, Form S-1 Attorneys, Form S-1 Capital, Form S-1 Capital Raise, Form S-1 Law Firm, Form S-1 Law Firms, Form S-1 Lawyer, Form S-1 lawyers, Form S-1 Offering, Form S-1 Prospectus, Form S-1 Registered Offering, Form S-1 Registered Offerings, Form S-1 Registration Statements, Form S-1 Resale, Form S-1 Resales, Form S-1 Selling Shareholder, fraud, Go Public, Go Public Attorney, Go Public Lawyer, Going Public, Going Public Attorneys, Going Public Lawyer, Going Public Lawyers, Reverse Merger Attorney, Reverse Merger Attorneys, Reverse Merger Due Diligence, Reverse Merger Lawyer, Reverse Merger Lawyers, Reverse Merger Transaction, Shell Company
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, 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 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
FINRA Rule 6490 has had an important impact on going public transactions specifically reverse mergers with public shell companies.
Category: Blog Posts Tags: FINRA 6490, FINRA Corporate Action Request, FINRA Rule 6490, Form F-1, Form S--1 filing, Form S-1, Form S-1 Attorney, Form S-1 Attorneys, Form S-1 Lawyer, Form S-1 lawyers, Form s-1 registration statement filing, Form S-1. Registration Statement, Go Public, Go Public Direct, going public transactions, Public, Register Securities, Registration Statement, Reverse Merger, Reverse Merger Transaction, Reverse Mergers, SEC Registration, SEC Registration Statement, SEC Reporting Requirements, Section 12(b), Section 12(g), Securities Exchange Act, securities 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
Category: Blog Posts Tags: Class of Securities, Direct Listing, Direct Listing Requirements, Direct Public Listing, Direct Public Offering, DPO, Exchange Act, Foreign Company, Foreign Issuer, Foreign Private Issuer, Form 10, Form 10 Attorney, Form 10 Attorneys, Form 10 Disclosures, Form 10 Effective, Form 10 Going Public, Form 10 Lawyer, Form 10 Lawyers, Form 10 Registration, Form 10 Registration Statement, Form 10 Shell, Form 10 Shell Company, Form 10-K, Form 10-Q, Form 10-Q Periodic Report, Form 8-A, Form 8-A registration statement, Form 8-K, Form F-1, Form F-1 Attorney, Form F-1 Attorneys, Form F-1 Capital, Form F-1 Capital Raise, Form F-1 Law Firm, Form F-1 Law Firms, Form F-1 Lawyer, Form F-1 lawyers, Form F-1 Offering, Form F-1 Prospectus, Form F-1 Quiet Period, Form F-1 Registered Offering, Form F-1 Registered Offerings, Form F-1 Registration Statement, Form F-1 Registration Statements, Form F-1 Resale, Form F-1 Resales, Form F-1 Selling Shareholder, Form F-1 Selling Shareholder Requirements, Form F-1 Selling Stockholder, Form F-1 Selling Stockholder Requirements, Form S--1 filing, Form S-1, Form S-1 Attorney, Form S-1 Attorneys, Form S-1 Capital Raise, Form S-1 filing requirements, Form S-1 Law Firm, Form S-1 Law Firms, Form S-1 Lawyer, Form S-1 lawyers, Form S-1 Listing, Form S-1 Offering, Form S-1 Prospectus, Form S-1 Quiet Period, Form S-1 Registered Offering, Form S-1 Registered Offerings, Form S-1 Registration Statements, Form S-1 Resale, Form S-1 Resales, Form S-1 Selling Shareholder, Form S-1 Selling Shareholder Requirements, Form S-1 Selling Stockholder, Form S-1 Selling Stockholder Requirements, Form S-1. Registration Statement, Go Public, Go Public Attorney, Go Public Direct, Go Public Lawyer, Going Public, Going Public Attorney, Going Public Attorneys, Going Public Law Firm, Going Public Lawyer, Going Public Lawyers, Listing, nasdaq, nyse, Periodic Reporting, Prospectus, Prospectus Requirements, Public Company, Public Company Reporting Requirements, Register Securities, Registration Statement, Regulation S-K, S-1 Going Public, SEC Periodic Reporting, SEC Quiet Period, SEC Registration, SEC Registration Statement, SEC Reporting, SEC Reporting Obligations, SEC Reporting Requirements, Section 12(b), Section 12(g), Section 16, Securities Act, Securities Attorney, Securities Exchange Act, Securities Exchange Act of 1934, Securities Lawyer
On May 3, 2024, the Securities and Exchange Commission announced an enforcement action against auditing firm BF Borgers CPA PC and its principal, Benjamin F. Borgers. The regulator charged the firm with “deliberate and systemic failures to comply… Read More
Category: Blog Posts Tags: Accounting Fraud, Andrew Northwall, Andy, Anton Postolnikov, auditor, Benjamin Borgers, Benjamin F Borgers, BF Borgers, Bo-Shiang Lien, Brady Jensen, Bruce Garelick, deficient audits, Devin Nunes, Digital World Acquisition Corp, Division of EnforcementCPA, DJT, Donald Trump, Donald Trump Jr., DWAC, Elon Musk, Eric Swider, Eric Trump, ES Family Trust, Gerald Svartsman, India, Kash Patel, Litinsky, Marcum LLP, Michael Svartsman, nasdaq, Patrick Orlando, Paxum Bank, PCAOB, PCAOB Standards, permanent ban, Public Company Accounting Oversight Board, Rocket One Capital LLC, Russia, Scott Glabe, SEC, SEC Action, SEC Enforcment, SEC fine, SEC Order, Securities and Exchange Commission, Securities Attorney, sham audit mill, Social Media, SPAC, suspension, The Apprentice, TMTG, Trump Media & Technology Group Corp, Truth Social, Twitter, UAV, United Atlantic Ventures LLC, Wes Moss
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
Category: Blog Posts Tags: 2255 motion, 60b, Adam Harrington, appeal, doj, fbi, foia, jeffrey hoffman, Judge Otazo-Reyes, Judge Paul Crotty, Paul Crotty, podcast, public speaking, ross mandell, rossmandell.com, SEC, Sky Capital Holdings Ltd, Sky Capital LLC, steve altman, US Attorney
We’ve often written about “toxic” promissory notes or preferred stock and the unregistered dealers who purchase them. These dealers are not the broker-dealers ordinary retail investors have accounts with. They are individuals with companies of their own that… Read More
Category: Blog Posts Tags: Awesome Penny Stocks, Bergio International Inc, BRGO, broker-dealer, Convertible Notes, Dilution, Dilution Funder, events of default, Expert Market, Form 211, Form 8-K, Grey Market, Ibrahim Almagarby, Joshua Sason, Lustros Inc, Magna Group, Microcap Equity Group LLC, microchips, naked shorting, nasdaq, Nasdaq Capital Market, NewLead Holdings Ltd, Operation Bermuda Short, OTC issuers, OTC Markets, Penny stocks, Pierre Hillion, preferred stock, promissory notes, Reg SHO, revere split, Rule 144, Sandy Winick, SEC, Securities and Exchange Commission, Short Sellers, Short Selling, Theo Vermaelen, Tippy Inc, Toxic Funders, toxic notes, unregistered dealers, Vis Vires Group Inc, Zachary T Knepper
Short selling, the practice of betting a stock will go down, not up, has been controversial since it was invented more than 400 years ago in the Netherlands. In the early 1600s, there was only one stock in… Read More
Category: Blog Posts Tags: Citron Research, Dutch East India Company, Hindenburg Research, Isaac le Maire, Lehman Brothers. SEC Chair, Muddy Waters, Naked Short, Sabby Management, SEC Action, SEC enforcement, Seeking Alpha, Short and Distort, Short Sale, Short Seller, Short Selling, short trade, Tingo Group
On December 4, 2023, Swiss private bank Banque Pictet et Cie SA admitted to conspiring with U.S. taxpayers and others to hide more than $5.6 billion in 1,637 secret bank accounts in Switzerland and elsewhere and to conceal… Read More
Category: Blog Posts Tags: Banque Pictet et Cie SA, deferred prosecution, fraud, Internal revenue service, IRS, Money Laundering, offshore accounts, settlement, Swiss Bank, tax evasion, tax fraud, The Pictet Group
In the past three years, some important changes have occurred to how “penny stocks” or “microcaps” trade and are regulated. By the early 2000s, they’d moved from the obscurity of the National Quotation Bureau’s Pink Sheets to a… Read More
Category: Blog Posts Tags: AMC, AMC Entertainment Holdings, APES, APS, Awesome Penny Stock, CMKM Diamonds Inc, CMKX, compliance, Cromwell Coulson, delisting, Dilution, dormant shells, E-Trade, Eric Van Nguyen, Expert Market, Fidelity, FINRA, GameStop, GME, Grey Market, initial public offering, IPOs, John Babikian, low floats, Market-adjustable securities, meme stocks, microcaps, nasdaq, nyse, OTC Link, OTC Markets Group, OTCBB, Penny stocks, pink sheets, preferred stock, promissory notes, ramp-and-dump, Reddit, reverse split, Rule 15c211, SEC, Securities Attorney, Shell, shell hijacking, shell peddler, stock manipulation, Stock Promotion, TD Ameritrade, warrants
