Form S-1 Disclosure and SEC Reporting Requirements for Material Changes

Issuers filing registration statements using a direct public offering in  their going public transactions must comply with the disclosure requirements of Form S-1. These include Item 11A of Form S-1 as set forth below. Form S-1 Item 11A Material Changes If… Read More

Borland Capital Group Charged by SEC – Securities Attorneys

On May 16, 2018, the Securities and Exchange Commission (“SEC”) charged the owner of a Manhattan-based alternative investment firm with misappropriating close to $6 million in investor funds reserved to finance the construction of an international airport in… Read More

Form S-1 Registration Statement Filing Requirements, SEC Reporting Requirements

Private companies seeking to raise capital often file a Registration Statement on SEC Form S-1 or Offering Circular on Form 1-A pursuant to Regulation A+ in connection with their going public transaction.  Both options have unique benefits. For Example, All companies qualify to register… Read More

SEC Charges Andrew Kandelapas in Penny Stock Fraud Scheme

On April 13, 2018, the Securities and Exchange Commission charged Andrew Kandelapas with making false and misleading statements in the company’s SEC filings and press releases and with manipulating the company’s stock. The SEC’s complaint against Andrew Kandalepas,… Read More

SEC Charges Clifton Stanley in Multimillion Dollar Ponzi Scheme Targeting Seniors

On April 6, 2018, the Securities and Exchange Commission charged Clifton Stanley in a $2.4 million Ponzi scheme and in a related, $1.4 million offering fraud targeting retirees. The SEC’s complaint alleges that, from 2010 to 2017, Clifton… Read More

SEC Charges Saverio Barbera with Insider Trading

On April 5, 2018, the Securities and Exchange Commission charged Saverio Barbera with tipping his brother and father with material nonpublic information about an upcoming corporate acquisition. The SEC’s complaint, filed in the United States District Court for… Read More

SEC Obtains Final Judgment Against Merrill Robertson Charged With Running $10 Million Fraud

On April 5, 2018, a federal district court in Richmond, Virginia has entered a final judgment against Merrill Robertson, Jr., a former football player charged by the Securities and Exchange Commission with defrauding investors, including coaches he knew from his… Read More

SEC Charges John Jumper with Stealing Millions from a Pension Plan

On April 18, 2018 the Securities and Exchange Commission charged John Jumper with stealing approximately $5.7 million from a Pennsylvania company’s pension plan. According to the SEC’s complaint filed in federal court in Memphis, Tennessee, on three separate… Read More

SEC Charges Michael Scronic with Engaging in Ponzi-like Scheme

On April 4, 2018, the Securities and Exchange Commission charged Michael Scronic with fraud stemming from lies to retail investors about the value of their investments in a Ponzi-like scheme. The SEC alleges that, starting in approximately 2010,… Read More

SEC Charges Amrit Chahal with Fraud

On April 16, 2018, the Securities and Exchange Commission charged Amrit Chahal with orchestrating an investment scheme over several years. The SEC’s complaint alleges that, from at least February 2015, Amrit Chahal, of Fairfax, Va., used his company,… Read More

SEC Detects William Gennity and Rocco Roveccio Defrauding Customers

On September 28, 2017, the Securities and Exchange Commission charged William Gennity and Rocco Roveccio with making unsuitable recommendations that resulted in substantial losses to customers and hefty commissions for the brokers. One of the brokers agreed to… Read More

Going Public Bootcamp – Going Public Attorneys – Securities Lawyer 101

  The going public process involves a number of steps that vary depending on the characteristics of the private company wishing to go public, and whether it will become subject to the Securities and Exchange Commission (“SEC”) reporting … Read More

SEC Obtains Final Judgment Against Vincent Cassano Charged with Fraudulent Stock Promotion Scheme

On April 10, 2018, the U.S. District Court for the Western District of Washington entered a final judgment against Vincent Cassano for his role in a fraudulent stock promotion scheme. According to the SEC’s complaint, Lidingo Holdings, LLC hired… Read More

JH Darbie Charged in Calissio Resources Scam – Securities Lawyer 101

    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

SEC Charges Charlie Chen and Shui Foon Mok in Multi-Year Trading Scheme

On April 5, 2018, The Securities and Exchange Commission charged Charlie Chen for making an extraordinarily profitable series of unlawful trades in the securities of Massachusetts-based VistaPrint, N.V. According to the SEC’s complaint, Charlie Chen used private information… Read More

Mohammed Rashid Charged With Secretly Billing Clients for His Vacations and Salon Visits

On October 25, 2017, the Securities and Exchange Commission charged Mohammed Rashid, a former senior partner at Apollo Management L.P., with defrauding his fund clients by secretly billing them for approximately $290,000 in personal expenditures, including his family… Read More

SEC Charges Marc Tager and Jersey Consulting with Defrauding Investors in “Soil Remediation” Scam

The Securities and Exchange Commission announced charges against Marc Andrew Tager and Jersey Consulting LLC, a Utah-based company and several solicitors of the company’s securities in an ongoing offering fraud that has already targeted more than 80 individual… Read More

SEC Charges Beaufort Securities for Manipulative Trading in Microcap Penny Stocks

On March 2, 2018, the Securities and Exchange Commission The SEC announced securities fraud charges against Beaufort Securities, a U.K.-based broker-dealer and its investment manager in connection with manipulative trading in the securities a U.S.-based microcap issuer.  The… Read More

What SEC Disclosure Is Required By Section 17(b) For Investor Relations Firms?

Section 17(b) of the Securities Act of 1933 requires anyone who advertises a stock, even if he does not purport to offer the security for sale to disclose the “consideration received or to be received, directly or indirectly,… Read More

SEC Charges McKinley Mortgage with Scheme to Defraud – Posted by Brenda Hamilton

One March 22nd the Securities and Exchange Commission announced settled charges against McKinley Mortgage, the operators of a real estate investment business who engaged in a years-long scheme to bilk hundreds of investors – including many retail investors… Read More

SEC Files Subpoena Enforcement Action against Wynn Gustafson

On October 31, 2017, the Securities and Exchange Commission (“SEC”) announced that the SEC filed an action to enforce compliance with a document subpoena issued and served upon Wynn Gustafson in an SEC investigation captioned In the Matter of… Read More

Banca IMI Securities to Pay $35 Million

On Aug. 18, 2017, the Securities and Exchange Commission (“SEC”) announced that broker Banca IMI Securities Corp, an indirect, wholly-owned U.S. subsidiary of Italian bank Intesa Sanpaolo SpA, has agreed to pay more than $35 million to settle charges… Read More

SEC Files Second Subpoena Against Andrew Coldicutt

On July 21, 2017, the Securities and Exchange Commission (“SEC”) announced that it has filed a subpoena enforcement action against Andrew Coldicutt and the Law Offices of Andrew Coldicutt. According to the SEC’s application and supporting papers, filed… Read More

SEC Bars David Lubin

On July 19, 2017, the Securities and Exchange Commission (“SEC”) barred David Lubin, a New York-based attorney, from appearing or practicing before it and acting as an officer or director of a public company after finding that he made… Read More

SEC Obtains Final Judgement for Ryan Petersen

On July 5, 2017, the Securities and Exchange Commission (“SEC”) announced that it has obtained a final judgment against Ryan Petersen, the former chief executive officer of OCZ Technology Group Inc. whom the SEC charged with an accounting… Read More

SEC Charges Quadrant 4 System Corp

On June 30, 2017, the Securities and Exchange Commission (“SEC”) has charged Chicago-area information technology company Quadrant 4 System Corp. (QFOR) and two former top executives in an accounting fraud scheme that misled investors and allowed the former… Read More

SEC Charged Penn West with Accounting Fraud

On June 28, 2017, the Securities and Exchange Commission (“SEC”) charged Penn West Petroleum Ltd., a Canadian-based oil and gas company, and three of its former top finance executives for their roles in an extensive, multi-year accounting fraud. The… Read More

SEC Announces Additional Charges Against Anthony Portelli

On June 22, 2017, the Securities and Exchange Commission (“SEC”) announced additional charges in an enforcement investigation involving Anthony Portelli, a Wall Street firm’s securities lending desk, and the improper handling of American Depositary Receipts (ADRs). The SEC’s order… Read More

SEC Charges David Humphrey with Securities Fraud

On May 9, 2017, the Securities and Exchange Commission (“SEC”) charged David Humphrey, a former employee, with securities fraud in connection with his trading of options and other securities. The SEC’s complaint alleges that David Humphrey, who worked… Read More

Miles Nadal Settles $5.5 Million for SEC Case

On May 11, 2017, the Securities and Exchange Commission (“SEC”) announced that Miles Nadal, the former CEO of a marketing company, has agreed to pay $5.5 million to settle charges that his perks were not properly disclosed to shareholders. Public… Read More