Most public companies realize that the Securities and Exchange Commission (the “SEC”) is a law enforcement agency. Receiving an SEC subpoena is a new experience for most market participants. SEC Actions can involve a case in federal court or… Read More
Category: Going Public Tags: SEC Action, SEC Administrative Proceeding, SEC Attorney, SEC Civil Action, SEC Claim, SEC Defendant, SEC Defense, SEC enforcement, SEC Fraud, SEC Injunction, SEC Law Firm, SEC Lawsuit, SEC Lawyer, SEC Litigation, SEC Penny Stock Bar, Section 17(a), Section 17(b), Securities Fraud, Securities Law Defense, securities law violations
On October 24, 2019, the Financial Industry Regulatory Authority (FINRA) announced a settled enforcement action involving BNP Paribas Securities Corp. and BNP Paribas Prime Brokerage, Inc. A lengthy FINRA investigation found that although the firms did a brisk… Read More
Category: Blog Posts Tags: AML, Anti-Money Laundering, BNP, BNP Capital, BNP Paribas, BNP Prime, BNP Securities, Broker Check, FINRA, Form 211, Money Laundering, otc, OTC Markets, OTC Markets Group, OTC Pink, OTCBB, Over-the-Counter Bulletin Board, Penny Stock, Rule 15c2-11
Regulation A provides an exemption from registration that can be used in combination with a Rule 506 private placement, a direct public offering and/or initial public offering by a private company or company seeking to go public. Since Regulation A was… Read More
Category: Blog Posts Tags: FINRA, Form 1-A. Form 1-A offering circular, Form 1-K, Form 1-K Annual Reports, Form 1-K Report, Form 1-SA; Form 1-SA Reports, Form 1-U, Form 1-U Report, Form 1-U Reporting, Form 1-Z Report, Going Public, Regulation 1-SA, Regulation A, Regulation A Filings, Regulation A Form 1-k, Regulation A Reporting, Regulation A Reports, Regulation A Rule, Regulation CF, Regulation Crowdfunding, Rule 506, SEC Registration, SEC Reporting, SEC Reporting Requirement, SEC Reporting Requirements, SEC Reports, SEC Rule, SEC Temporary Rule, Securities Act, Securities Offering, Semi-annual reports on Form 1-SARegulation A, tier, Tier 2
Blue Sky, Form 211, Regulation A, Regulation A Secondary Sales, Regulation A Tier 2, Regulation A+. Tier 1, Reporting Company, Rule 15c2-11, SEC Reporting, SEC Reporting Requirements.
Category: Blog Posts Tags: 15c2-11, 211, Blue Sky, broker-dealers, comment, custodianship, FINRA, FINRA Rule 15c2-11, Form 211, Form 211 and Amended 15c-211, Form 211 Attorney, Form 211 Attorneys, Form 211 Lawyer, Form 211 Lawyers, Form F-1, Form S-1, Going Public, Grey Sheets, Market Maker, otc, OTC Issuer, OTC Markets, OTC Markets and Sponsoring Market Maker, OTC Markets Pink, Regulation A, Regulation A Secondary Sales, Regulation A Tier 2, Regulation A+. Tier 1, Reporting Company, Reverse Merger, rule 15c-211, Rule 15c2-11, rules, SEC, SEC Administrative Proceeding, SEC Attorney, SEC Injunction, SEC Law Firm, SEC Lawsuit, SEC Lawyer, SEC Litigation, SEC Penny Stock Bar, SEC Reporting, SEC Reporting Requirements, SEC Trading Suspension, Securities Attorney, Securities Fraud, Securities Law Defense, Securities Lawyer, Shell Company, Sponsoring Market Maker, trading suspension, Unregistered Dealer, Unsolicited quotes
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.
Category: Blog Posts Tags: Direct Listing, Form 1-A. Form 1-A offering circular, Form 1-K, Form 1-K Annual Reports, Form 1-K Report, Form 1-SA; Form 1-SA Reports, Form 1-U, Form 1-U Report, Form 1-U Reporting, Form 1-Z Report, Go Public, Going Public, OTC Markets, Regulation 1-SA, Regulation A, Regulation A Disclosures, Regulation A Filings, Regulation A Form 1-k, Regulation A Reporting, Regulation A Reports, Regulation A Rule, SEC Registration, SEC Reporting, SEC Reporting Requirement, SEC Reporting Requirements, SEC Reports, SEC Rule, SEC Temporary Rule, Securities Act, Securities Offering, Semi-annual reports on Form 1-SA, tier 1, Tier 2
On March 26, 2019, the Securities and Exchange Commission (SEC) announced settled actions against Reverse Merger Shell Brokers, James K. McKillop, attorney James M. Cassidy, and Cassidy’s firm Tiber Creek Corp. The agency accused both men of acting… Read More
Category: Blog Posts Tags: 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, going public transactions, initial public offering, IPO, Prospectus, Prospectus Requirements, public vehicle, pump and dump, Regulation S-K, Reverse Merger, Rule 144, Rule 6490, S-1, S-1 Going Public, SEC, SEC Action, SEC Administrative Proceeding, SEC Attorney, SEC Award, SEC Bounty, SEC Claim, SEC Defendant, SEC Defense, SEC Division of Enforcement, SEC enforcement, SEC Fraud, SEC Injunction, SEC Law Firm, SEC Lawsuit, SEC Lawyer, SEC Litigation, SEC Penny Stock Bar, SEC Quiet Period, SEC Registration Statement, SEC Reporting Requirements, SEC Trading Suspension, SEC Whistleblower, SEC whistleblower Award, SEC whistleblower bounty, Securities and Exchange Commission, Securities Attorney, Securities Fraud, Securities Law Defense, Securities Lawyer, securities offerings, Shell Company, shell hijacking, shell peddler, stock manipulation, stock promotions, stock registration, Toxic Convertible Note, toxic debt, toxic financing, Toxic Financings, toxic funding, trading suspension, unregistered stock
The Securities Act of 1933, as amended (the “Securities Act”) does not require that issuers place restricted legend (“Restricted Legends” or “Restrictive Legend“) on certificates representing restricted securities. It has become routine for public companies and private companies seeking… Read More
Category: Blog Posts Tags: Affiliate, control person, Legal Opinion, Legend Removal, Legend Removal Opinion, restricted securities, restricted stock, Reverse Merger, Rule 144, Rule 144 Legal Opinion, Rule 144 legal Opinions, Rule 144 Legend, Rule 144 Legend Opinion, Rule 144 Legend Removal, Rule 144 Opinion, Shell Company, Tradability Opinion, Transfer Agent Opinion, Volume Limitations
Posted By Brenda Hamilton, Securities Lawyer It is not unusual for a private or public company to be approached by a person (“Finder”) who offers to locate investors in exchange for a success fee. Most finders are not registered as… Read More
Complying with Rule 6490’s requirements may entail an unanticipated legal and compliance cost for issuers and their securities attorneys, who may be unfamiliar with FINRA’s authority under 10b-17. Additionally, many OTC Markets issuers are not prepared for the Depository Trust Company (“DTC”) review that may be prompted by the issuer’s corporate action notification.
The JOBS Act’s new rules permitting general solicitation and advertising in Rule 506 private placements became effective on September 23, and there is still some confusion about the difference between equity crowdfunding and general solicitation and advertising in… Read More
Category: Blog Posts Tags: Accredited Investor, Accredited Investor Verification, coronavirus, Coronavirus (COVID-19), Covid-19 Pandemic, Crowdfunding, Outbreak, Private Placement, Regulation CF, Regulation Crowdfunding, Regulation D, Rule 504, Rule 506 (b), Rule 506-c, Rule 506(c), SEC Registration, Section 4(a)(6) Crowdfunding, Section 4(a)(6) Offering, SECTION 4(A)6, Securities Act, Securities Exemption, Securities Offering, Small Business, ule 506
The Securities and Exchange Commission charged two firms and 18 individuals in a scheme to improperly divert new issue municipal bonds to broker-dealers at the expense of retail investors. According to the SEC’s complaint, the defendants – known in… Read More
On March 27, 2018, the Securities and Exchange Commission (SEC) announced a settled administrative proceeding against broker-dealer J.H. Darbie & Co., Inc., and Robert Y. Rabinowitz, Darbie’s majority owner and CEO. On its surface, the suit… Read More
On March 19th the Securities and Exchange Commission announced that Electronic Transaction Clearing (ETC), a registered broker-dealer headquartered in Los Angeles, has agreed to settle charges that it illegally placed more than $25 million of customers’ securities at risk… Read More
Many penny stocks have bad histories, or are associated with questionable players. Only last December, convicted felon Edward Durante was civilly and criminally charged in a securities fraud and manipulation scheme he’d embarked upon immediately after leaving prison… Read More
The Securities and Exchange Commission (SEC) announced on March 24, 2016 that a federal court in Texas found promoters of fraudulent oil and gas investments liable all counts. The Honorable Ed Kinkeade of the United States District Judge for… Read More
With equity crowdfunding now legal, we can expect to see the Securities & Exchange Commission (“SEC”) keeping a close watch for unregistered broker dealers and funding portals. In an administrative proceeding a few weeks ago, the SEC ordered… Read More
Category: Blog Posts Tags: Equity Crowdfunding, OTC Markets, Penny Stock, pump and dump, SEC Action, SEC Complaint, SEC enforcement, SEC enforcement action, SEC Investigation, SEC Subpoena, Securities and Exchange Commission, Securities Fraud, Toxic Lender, Unregistered Dealer
The Securities and Exchange Commission (SEC) announced on October 1, 2015 fraud charges against an Orange County, Calif. oil and gas company, its CEO, and an Arizona-based boiler room operator. The SEC claims Commodore Financial Corporation, CEO Christopher Schlegel,… Read More
FINRA Rule 2040 became effective late last month and has the potential to provide increased transparency in EB-5 Offerings. Rule 2040 requires broker-dealers who sell securities in EB-5 offerings to disclose finder’s fees paid to non-registered foreign persons and receive… Read More
On May 14, 2015, the Securities and Exchange Commission (SEC) announced that, Steven Palladino pled guilty to 25 counts of criminal contempt charged by the United States Attorney’s Office for the District of Massachusetts based on his repeated… Read More
On April 10, 2015, the Securities and Exchange Commission (“SEC”) announced the temporary suspension of trading in the securities of the following issuers, commencing at 9:30 a.m. EDT on April 10, 2015, and terminating at 11:59 p.m. EDT… Read More
On April 9, 2015, the U.S. Court of Appeals for the Eleventh Circuit upheld a lower court’s ruling in the U.S. Securities and Exchange Commission v. Big Apple Consulting USA Inc., MJMM Investments, LLC, Marc Jablon and Mark… Read More
On April 10, 2015, the Securities and Exchange Commission (“SEC”) charged Mieka Energy Corporation, and its founder and president Daro Ray Blankenship, with fraudulently offering oil and gas investments. Two of Mieka’s salesmen, Robert William Myers, Jr. and… Read More
On April 8, 2014, the Securities and Exchange Commission (“SEC”) announced the temporary trading suspension of eCareer Holdings, Inc. of Boca Raton Florida. The trading suspension was issued pursuant to Section 12(k) of the Securities Exchange Act of… Read More
Posted By Brenda Hamilton, Securities Lawyer The OTC Markets offer several different tiers for companies to choose from when considering their services. These are the OTCQX, OTCQB and OTC Pink marketplaces. Companies that are trading on the OTC… Read More
Category: Blog Posts Tags: Direct Listing, Direct Listing Requirements, Direct Public Offering, Foreign Company, Foreign Issuer, Foreign Private Issuer, Form 10, 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 Lawyer, Going Public, Going Public Attorney, Going Public Attorneys, Going Public Law Firm, Going Public Lawyer, Going Public Lawyers, Listing, OTC Markets, OTC Markets Direct, OTC Markets Going Public, OTC Markets Listing, OTC Markets Quotation, OTC Markets Requirements, Prospectus, Prospectus Requirements, Regulation S-K, S-1 Going Public, SEC Quiet Period, SEC Reporting Obligations, SEC Reporting Requirements
Receiving a Securities and Exchange Commission (“SEC”) subpoena is a new and uncomfortable experience for most market participants. A SEC subpoena is an indication that the Division of Enforcement is investigating potential violations of the federal securities laws. SEC subpoenas… Read More
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
Posted by Brenda Hamilton, Securities and Going Public Lawyer Following an action by the Securities and Exchange Commission (SEC) last week and an asset freeze order, the Cayman Islands Monetary Authority has taken control of Caledonian Bank and Caledonian… Read More
Last week, the Securities and Exchange Commission (“SEC”) announced charges against Oppenheimer & Co. for violations of federal securities laws for improperly selling penny stocks in unregistered offerings on behalf of customers. Oppenheimer agreed to admit wrongdoing and pay $10 million to… Read More
Companies seeking capital are frequently approached by intermediaries who offer to locate investors in exchange for a fee. Most intermediaries also known as “finders” are not registered as broker-dealers with the Securities and Exchange Commission (the “SEC”). These… Read More
The Going Public Lawyer’s Dictionary was created to assist companies to become familiar with certain terms they will encounter during their going public transaction. It is crucial that you understand and can speak the going public lingo!
Category: Going Public Tags: Direct Listing, Direct Listing Requirements, Direct Public Offering, Foreign Company, Foreign Issuer, Foreign Private Issuer, Form 10, 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, 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 Lawyer, Going Public, Going Public Attorney, Going Public Attorneys, Going Public Law Firm, Going Public Lawyer, Going Public Lawyers, Listing, OTC Markets, OTC Markets OTCQB, OTC QB, Prospectus, Prospectus Requirements, Regulation A, Regulation A Attorney, Regulation A Attorneys, Regulation A Lawyer, Regulation A Lawyers, Regulation CF, Regulation S-K, S-1, S-1 Filing, S-1 Going Public, S-1 Registration, S-1 SEC Filing, SEC Quiet Period, SEC Reporting, SEC Reporting Obligations, SEC Reporting Requirements
Our Comment to the SEC Regarding Rule 211 (15c2-11) – Sponsoring Market Makers
Blue Sky, Form 211, Regulation A, Regulation A Secondary Sales, Regulation A Tier 2, Regulation A+. Tier 1, Reporting Company, Rule 15c2-11, SEC Reporting, SEC Reporting Requirements.
Category: Blog Posts Tags: 15c2-11, 211, Blue Sky, broker-dealers, comment, custodianship, FINRA, FINRA Rule 15c2-11, Form 211, Form 211 and Amended 15c-211, Form 211 Attorney, Form 211 Attorneys, Form 211 Lawyer, Form 211 Lawyers, Form F-1, Form S-1, Going Public, Grey Sheets, Market Maker, otc, OTC Issuer, OTC Markets, OTC Markets and Sponsoring Market Maker, OTC Markets Pink, Regulation A, Regulation A Secondary Sales, Regulation A Tier 2, Regulation A+. Tier 1, Reporting Company, Reverse Merger, rule 15c-211, Rule 15c2-11, rules, SEC, SEC Administrative Proceeding, SEC Attorney, SEC Injunction, SEC Law Firm, SEC Lawsuit, SEC Lawyer, SEC Litigation, SEC Penny Stock Bar, SEC Reporting, SEC Reporting Requirements, SEC Trading Suspension, Securities Attorney, Securities Fraud, Securities Law Defense, Securities Lawyer, Shell Company, Sponsoring Market Maker, trading suspension, Unregistered Dealer, Unsolicited quotes