Section 4(a)(2) and Rule 506(b) Exempt Offerings – Securities Lawyer 101

Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”) exempts Rule 506(b)securities offerings from the SEC’s registration requirements when the transactions are by an issuer and do not involve a public offering of securities. Rule 506(b) is frequently used by private companies not engaging in general solicitation and advertising.

SEC Charges U.S. Congressman Christopher Collins and Others With Insider Trading

The Securities and Exchange Commission announced on Aug. 8, 2018  the filing of insider trading charges against Congressman Christopher Collins, the U.S. Representative for New York’s 27th Congressional District, his son, Cameron Collins, and a third individual, Stephen Zarsky…. Read More

What Are the SEC Reporting Requirements After My Form S-1 ls Effective?

Once the SEC staff declares your company’s Securities Act registration statement on Form S-1 effective, the company becomes subject to the SEC’s reporting requirements under the Securities Exchange Act of 1934.  These rules require your company to file annual reports… Read More

SEC Charges William McFarland and Others With $27.4 Million Offering Fraud

The Securities and Exchange Commission announced on July 24, 2018 that New York entrepreneur William Z. (Billy) McFarland, two companies he founded, a former senior executive, and a former contractor agreed to settle charges arising out of an extensive, multi-year… Read More

SEC Charges Howard Appel in Stock Manipulation Scheme

On  July 27, 2018 The Securities and Exchange Commission charged Howard Appel with manipulating the stocks of three microcap companies while on supervised release following his criminal conviction for a prior securities fraud. According to the SEC’s complaint,… Read More

SEC Charges John Paulsen for Aiding & Abetting Pay-To-Play Scheme

On July 26, 2018, the Securities & Exchange Commission (“SEC”) filed a civil injunctive action against John A. Paulsen, a former managing director and fixed income research analyst at a registered broker-dealer, for aiding and abetting a pay-to-play… Read More

SEC Amends Smaller Reporting Company Definition

Last month, the Securities & Exchange Commission (SEC) adopted amendments to its definition of a “Smaller Reporting Company” which increases the number of companies that are allowed to provide reduced disclosures to comply with their SEC Reporting Requirements. The effective date of… Read More

Form S-1 Risk Factor Disclosures – Securities Lawyer 101

Form S-1 Risk Factor Disclosures l Securities Lawyer 101 The Securities Act of 1933 is often called the “truth in securities” law.  It has two basic objectives: to require that investors receive financial and other important information about… Read More

Supreme Court Says SEC ALJ Appointments Are Unconstitutional

Supreme Court Addresses SEC ALJ’s On June 21, 2018 The Supreme Court handed down a ruling in Lucia et al. v. Securities and Exchange Commission; the Commission lost, 7-2.  At issue was whether the SEC’s method of appointing… Read More

Form S-1 Disclosure and SEC Reporting Requirements

Form S-1 is the most commonly used registration statement form.  It allows issuers to register various types of offerings and the form can be used by both public and private companies engaged in going public transactions. A registration statement… Read More

Going Public and Raising Capital 101 – Securities Lawyer 101

A private or public company can raise capital in a variety of ways. Traditional sources of capital for companies include loans from financial institutions such as a bank, or from friends and family as well as receivable financing. Companies can… Read More

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