What Are SEC Related Party Disclosures?

Securities Lawyer 101 Blog The Securities and Exchange Commission’s (the “SEC”) disclosure requirements for transactions with certain Related Persons are designed to provide shareholders with a clear and complete picture of key financial relationships impacting public companies. Items 404(a)… Read More

What is a Stock Promoter? Securities Lawyer 101

Securities Lawyer 101 Blog The securities laws contain specific rules and regulations that apply to issuers who use the services of promoters. These include disclosure obligations under the Securities Act of 1933, (“Securities Act”) and the Securities Exchange… Read More

Disclosure Controls and Procedures & Internal Control Over Financial Reporting

Securities Lawyer 101 Blog Under the Sarbanes-Oxley Act, a company’s Chief Executive Officer and Chief Financial Officer must provide certifications in Form 10-K and Form 10-Q.  The certifications must state that they have reviewed the report, believe that… Read More

SEC Charges Lawbreakers Who Secretly Ran Microcap Company

Posted by Securities Lawyer 101 Blog On July 16, 2014, the Securities and Exchange Commission announced SEC charges against James E. Cohen and Joseph Corazzi who secretly controlled Natural Blue Resources including the operational and management decisions of… Read More

Going Public Attorney Insights – Direct Public Offerings

A Going Public Attorney is an important part of the overall going public process.   The issuer’s Going Public Attorney in the beginning of the process assist the company in selecting the best method to obtain public company status…. Read More

The SEC Provides Guidance For Accredited Investor Verification

On July 3, 2014, the Securities and Exchange Commission (“SEC”) six compliance and disclosure interpretations (“CD&I”) providing guidance as to the accredited investor verification in Rule 506(c) offerings.  On September 23, 2013, the Rule 506(c) became effective.  The rule… Read More

What Stock Can I Register on Form S-1?

Securities Lawyer 101 Blog A registration statement on Form S-1 can be used to register various types of securities offerings with the Securities and Exchange Commission (“SEC”).   Form S-1 provides issuers with flexibility in the types of… Read More

SEC Charges Golfers in Scam By: Brenda Hamilton Lawyer

Securities Law Blog On July 11, 2014, the Securities and Exchange Commission announced charges against a group of golfing friends, who made more than $554,000 of illegal profits from trading on inside information about Massachusetts-based American Superconductor Corporation.

Direct Public Offering Toolbox l By: Brenda Hamilton Attorney

Securities Lawyer 101 Blog For companies with a reasonable time schedule for going public, a direct public offering provides an appealing method for obtaining public company status.  In a direct public offering, a company’s shares are sold directly to… Read More

Five Charged with Attempted Manipulation of Amogear

Securities Lawyer 101 On July 14, 2014, the U.S. Attorney for the District of Massachusetts, and the Federal Bureau of Investigation today announced charges against five individuals whose attempt to manipulate shares of Boston-based Amogear Inc. was caught… Read More

SEC Obtains Judgment Against John Babikian

Securities Lawyer 101 Blog On July 8, 2012, the Securities and Exchange Commission announced (“SEC”) announced a final judgment against defendant John Babikian in the Commission action styled, SEC v. John Babikian, Civil Action No. 14-CV-1740 (S.D.N.Y.).  The… Read More

Securities Lawyers Gone Wild – Charles Blackwelder Indicted

Charles Blackwelder, an Indiana lawyer and his daughter have been charged in connection with a $23 million Ponzi scheme that was allegedly targeting senior citizens. Blackwelder and his daughter, Cara Grumme, were charged with twenty felonies, including nine counts… Read More

SEC Settles Action Against Noble Executives Mark A. Jackson and James J. Ruehle

On July 7, 2014, the Securities and Exchange Commission (SEC) announced that former Noble CEO Mark A Jackson and former Director and Division Manager of Noble’s Nigeria subsidiary James J. Ruehlen, have agreed to settle the SEC’s pending… Read More

The Role of the Go Public Attorney l Securities Lawyer 101

The role of the Go Public Attorney is one of the most important in the going public process. The Go Public Attorneys at Hamilton & Associates Law Group have provided private companies with their going public solutions for… Read More

The Exchange Act Lawyer’s Role In Going Public Matters

Securities Lawyer 101 Form 10 registration statements and Exchange Act reporting are required by Securities Exchange Act of 1934 (the “Securities Exchange Act”) under certain circumstances. Exchange Act reporting follows going public transactions when the issuer files a… Read More

Securities Lawyers Gone Wild – Todd Duckson

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Why Companies Going Public Need a Securities Lawyer

Securities Lawyer 101 Blog  Companies going public must comply with federal and state securities laws. Section 5 of the Securities Act of 1933, as amended (the “Securities Act”) and all state securities regulators require that all securities either… Read More

SEC Charges Five With Short Sale Violations

Securities Lawyer 101 Blog The Securities and Exchange Commission (“SEC”) has charged five short sellers who were traders for committing short selling violations. According to the SEC, the short sellers were trading for themselves and Worldwide Capital Inc., a Long Island, N.Y.-based proprietary firm that earlier this… Read More

NutraFuels Launches Extreme Energy Spray

NutraFuels, Inc. (NTFU) Launches TapouT XT Extreme Energy Oral Spray COCONUT CREEK, FL, Jul 01, 2014 (Marketwired via COMTEX) — NutraFuels, Inc. (PINKSHEETS: NTFU), a manufacturer of oral spray dietary supplements, announced today that the company plans to… Read More

The SEC’s Cross-Border Security Swap Rules

Securities Lawyer 101 Blog The Securities and Exchange Commission (“SEC”) adopted the first of a series of rules and guidance on cross-border securities swap activities for market participants. The SEC will use the new rules to finalizing the… Read More

SEC Announces Tick Size Plan

Securities Law Blog On June 25, 2014, the Securities and Exchange Commission (the “SEC”) announced its tick size plan whereby it ordered that the national securities exchanges and the Financial Industry Regulatory Authority (“FINRA”) to act jointly to… Read More

FINRA Brings Transparency to Rule 144A Corporate Debt Transactions

On June 30, 2014, the Financial Industry Regulatory Authority (“FINRA”) began publicly disseminating Rule 144A transaction data in corporate debt securities, bringing transparency to a market.  144A transactions—resales of restricted corporate debt securities to large institutions called qualified… Read More

FINRA Fines Goldman Sachs Execution & Clearing $800,000

Securities Lawyer 101 Blog On July 1, 2014, the Financial Industry Regulatory Authority (“FINRA”) announced that it had fined Goldman Sachs Execution & Clearing, L.P. $800,000 for failing to have reasonably designed written policies and procedures in place… Read More

Securities Lawyers Gone Wild – Marcus Luna

On June 27, 2014, the U.S. District Court of Nevada issued an order imposing sanctions against a securities attorney, Marcus Luna, three other individuals – Nathan Montgomery, Adam Daskivich, and David Murtha – and their businesses for their… Read More

SEC Charges 3 Regions Bank Executives

Securities Lawyer 101 Blog On June 25, 2014, the Securities and Exchange Commission (the “SEC”) announced fraud charges against three former senior managers of Regions Bank for intentionally misclassifying loans that should have been recorded as impaired for… Read More

Being Publicly Traded By: The Going Public Lawyers

Securities Lawyer 101 Blog After an issuer completes its going public transaction, an issuer that has filed a registration statement for an initial or direct public offering under the Securities Act of 1933, as amended (the “Securities Act”)… Read More

FINRA Bars Success Trade Securities By: Brenda Hamilton Attorney

Securities Lawyer 101 Blog This month Success Trade Securities was ordered to pay $13.7 million in restitution and expelled by a Financial Industry Regulatory Authority (“FINRA”) hearing panel. Success Trade Securities allegedly  ran a Ponzi scheme targeting professional… Read More

Transparency Bootcamp – Custodianship Disclosures In Reverse Mergers

Securities Lawyer 101 Blog Recently custodianship and/or receivership proceedings involving publicly traded companies have been in the spotlight because of the increasing number of fraudsters seeking these appointments so that they can create their own personal inventory of… Read More

Transparency Bootcamp – BrokerCheck 101 By: Brenda Hamilton Attorney

Securities Lawyer 101 Blog Any investor seeking to find out information about a penny stock should begin by investigating management, brokers and the promoters involved with the issuer.  FINRA BrokerCheck provides a free online database about brokers and… Read More

SEC Extends DTC Proposal Period By: Brenda Hamilton

Securities Lawyer 101 Blog On December 5, 2013, The Depository Trust Company (“DTC”) submitted DTC proposals to change SR-DTC-2013-11 (“Proposed Rules”) pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (“Exchange Act”) and Rule 19b-4 thereunder… Read More