Grow Public 101: July 2014

Thursday, July 31, 2014

SEC Charges CEO & CFO with Sarbanes Oxley Violations

Going Public LawyerSecurities Lawyer 101 Blog On July 31, 2014, the Securities and Exchange Commission(the SEC ) announced charges against Marc Sherman, the CEO and Edward Cummings, the CFO of a Florida-based computer equipment company for misrepresenting to external auditors and the investing public the state of its internal controls over financial reporting. The Sarbanes Oxley Act of 2002 requires a management’s report... Read MoreGoing Public Lawyer
http://www.securitieslawyer101.com/sarbanes-oxley/

Monday, July 28, 2014

Former Officer of Harbinder to Settle Charges In Hedge Fund Scheme

Going Public LawyerSecurities Lawyer 101 Blog On July 28, 2014, the Securities and Exchange Commission (the “SEC”) announced that the former chief operating officer at Harbinger Capital Partners LLC agreed to settle charges that he assisted a scheme by Philip Falcone to misappropriate millions of dollars from the hedge fund. According to the SEC, the funds were used to pay Falcone’s personal... Read MoreGoing Public Lawyer
http://www.securitieslawyer101.com/former-officer-of-harbinder-settles-hedge-fund-scheme/

SEC Form D – Notice of Sales

Going Public LawyerSecurities Lawyer 101 Blog Whether or not a company is selling shares to accredited or non-accredited investors in its private placement offering under Regulation D, it must file a Form D Notice of Sales with the Securities & Exchange Commission (the “SEC”). Because a Form D must be filed through SEC’s Electronic Data Gathering, Analysis, and Retrieval Filer Management... Read MoreGoing Public Lawyer
http://www.securitieslawyer101.com/sec-form-d/

Sunday, July 27, 2014

What Disclosure Is Really Required of Stock Promoters?

Securities Lawyer 101 Blog We are often contacted by investors, stock promoters and investor relations firms after the SEC or DOJ brings an action against stock promoters. We are asked a myriad of questions about the disclosures that must be provi...
http://www.securitieslawyer101.com/disclosure-stock-promoters/

What Disclosure Is Really Required of Stock Promoters?

Going Public LawyerSecurities Lawyer 101 Blog We are often contacted by investors, stock promoters and investor relations firms after the SEC or DOJ brings an action against stock promoters. We are asked a myriad of questions about the disclosures that must be provided in promotional websites, emails and other investor relations materials. Section 17(b) of the Securities Act of 1933, as... Read MoreGoing Public Lawyer
http://www.securitieslawyer101.com/disclosure-stock-promoters/

Saturday, July 26, 2014

Whistleblowers Gone Wild

Going Public LawyerNearly everyone believes the Securities and Exchange Commission s Whistleblower Program is a good idea. By the agency s account, a considerable number of fraudulent schemes have been exposed, and devious perpetrators brought to justice thanks to tips sent in by people who believe they possess information that could help stop crime. Unfortunately, not all tips received are reliable, and not all... Read MoreGoing Public Lawyer
http://www.securitieslawyer101.com/whistleblowers-gone-wild/

Thursday, July 24, 2014

SEC Charges Cecil Franklin Speight and International Stock Transfer

Securities Lawyer 101 Blog The Securities and Exchange Commission (the"SEC") charged a Florida-based transfer agent and its owner with defrauding investors by using aggressive boiler room tactics to peddle worthless securities with promises of high ...
http://www.securitieslawyer101.com/international-stock-transfer/

The Form 10 Registration Statement – Ask Securities Lawyer 101

Going Public Lawyer Securities Lawyer 101 Blog Form 10 is a Registration Statement used to register a class of securities pursuant to Section 12(g) of the Securities Exchange Act of 1934 (“Exchange Act”). This blog post addresses common questions we receive from clients about Form 10 registration statements. Q. Which companies can register a class of securities on Form 10? A. All companies... Read More Going Public Lawyer
http://www.securitieslawyer101.com/form-10-registration-statement-2/

The Form 10 Registration Statement - Ask Securities Lawyer 101

Securities Lawyer 101 Blog Form 10 is a Registration Statement used to register a class of securities pursuant to Section 12(g) of the Securities Exchange Act of 1934 (“Exchange Act”). This blog post addresses common questions we receive from ...
http://www.securitieslawyer101.com/form-10-registration-statement-2/

Wednesday, July 23, 2014

Confidential Treatment Requests 101

Going Public Lawyer Securities Law Blog An issuer filing a registration statement with the Securities and Exchange Commission (the “SEC”) that desires to keep certain information confidential and out of the public domain may do so under limited circumstances by filing an SEC request for confidential treatment. Generally, the SEC will not grant a confidential treatment request with respect to information that is... Read More Going Public Lawyer
http://www.securitieslawyer101.com/confidential-treatment-requests/

The SEC’s Oversight of the Registration Statement Process

Securities Lawyer 101 Blog The Securities and Exchange Commission (“SEC”) is the key regulator of going public transactions, securities offerings and securities professionals. During the going public and registration statement process the SEC ...
http://www.securitieslawyer101.com/sec-role-registration-statement/

Company Website Requirements for Periodic Reports

Securities Lawyer 101 Blog It has become almost routine for publicly traded companies to use their websites to provide information to investors. In going public transactions, the issuer’s website can be used to keep shareholders informed abo...
http://www.securitieslawyer101.com/company-website-requirements-for-periodic-reports/

Tuesday, July 22, 2014

CAN I RAISE MONEY FROM INVESTORS WHO ARE NOT “ACCREDITED INVESTORS”? INTRODUCING THE SLO-PO METHOD

Going Public Lawyer Securities Law Blog By: Jon Dunsmoor A question we frequently receive from entrepreneurs raising capital for the first time is whether can raise money from people who do not meet the U.S. Securities and Exchange Commission ( SEC ) definition of an “accredited investors.” The easiest answer to tell a client is that “you shouldn’t” or “technically, you can but it is... Read More Going Public Lawyer
http://www.securitieslawyer101.com/accredited-investors-slow-po/

Current Status of the JOBS Act Proposals

Securities Law Blog The Jumpstart Our Business Startups Act (or JOBS Act) (the “JOBS Act”), enacted in 2012, is intended, among other things, to reduce barriers to capital formation, particularly for smaller companies. Among other things, the J...
http://www.securitieslawyer101.com/current-status-jobs-act-proposals/

SEC Charges Investor Relations Provider, Kevin McGrath

Securities Law Blog On July 22, 2014, the Securities and Exchange Commission (the "SEC") charged a partner at a New York-based investor relations firm with insider trading on confidential information he learned about two clients while he h...
http://www.securitieslawyer101.com/sec-charges-kevin-mcgrath/

SEC Charges Clean Energy l Securities Lawyer 101

Securities Lawyer 101 Blog On February 25, 2014, the Securities and Exchange Commission (the "SEC") announced SEC charges against an Arizona-based private equity fund manager and his investment advisory firm for orchestrating a scheme to misalloca...
http://www.securitieslawyer101.com/sec-charges-clean-energy/

Monday, July 21, 2014

SEC Charges Brokers, and Codesmart Executive in Pump-And-Dump Scheme

On July 17, 2014, the SEC charged individuals who pocketed millions of dollars running an elaborate pump-and-dump scheme involving shares of a medical education company in Pennsylvania and two other microcap stocks. The SEC alleges that the stock ma...
http://www.securitieslawyer101.com/codesmart/

Sunday, July 20, 2014

Regulation D of the Securities Act

Going Public Lawyer Under the Securities Act of 1933, any offer to sell securities must either be registered with the SEC or meet an exemption. Regulation D of the Securities Act contains three rules providing exemptions from the registration requirements, allowing some companies to offer and sell their securities without having to register the securities with the SEC. For more information about these... Read More Going Public Lawyer
http://www.securitieslawyer101.com/regulation-d/

Regulation A

Going Public Lawyer A public offer or sale of securities that meets the following terms and conditions shall be exempt under section 3(b) from the registration requirements of the Securities Act of 1933 (the “Securities Act”): (a) Issuer. The issuer of the securities: (1) Is an entity organized under the laws of the United States or Canada, or any State, Province, Territory or possession thereof, or... Read More Going Public Lawyer
http://www.securitieslawyer101.com/regulation-a-securities-act/

Rule 504 of Regulation D

Going Public Lawyer Rule 504 of Regulation D provides an exemption from the registration requirements of the federal securities laws for some companies when they offer and sell up to $1,000,000 of their securities in any 12-month period. A company can use this exemption so long as it is not a blank check company and does not have to file reports under the Securities Exchange Act of 1934.... Read More Going Public Lawyer
http://www.securitieslawyer101.com/rule-504-of-regulation-d/

FINRA Case Guidance & Resources

Going Public Lawyer The following resources help arbitrators find the information they need to conduct cases in a fair and efficient manner. The useful links below provide valuable information about FINRA arbitration and cases. Rule Guidance Discovery Guide Hearing Scripts & Forms Arbitrator s Guide Arbitrator Experience Survey Disciplinary Referrals The Neutral Corner Neutral Workshop Audio Files Going Public Lawyer
http://www.securitieslawyer101.com/finra-case-guide-resources/

FINRA Arbitrators

Going Public Lawyer The success of FINRA securities arbitration cases depends on the quality and skill of the arbitrators who hear and decide the disputes presented by investors. If you qualify, you will join a group of dedicated individuals serving the investing public and the securities industry. FINRA Arbitrators Training, Serving on a Case and Honorarium Benefits of Becoming an ArbitratorHearing Locations Apply... Read More Going Public Lawyer
http://www.securitieslawyer101.com/finra-arbitrators/

Why Do We Invest?

Going Public Lawyer Research Individual Differences in Susceptibility to Investment Fraud (PDF 1.8 MB) This study by researchers from Stanford and Yale used multilevel data (e.g., fMRI, survey, demographic) to examine three hypotheses: 1) whether investment fraud victims exhibit more cognitive limitations than non-victims; 2) whether investment fraud victims prefer more financial risk than non-victims; and 3) whether investment fraud victims have less behavioral control... Read More Going Public Lawyer
http://www.securitieslawyer101.com/investor-studies/

SEC Forms List

Going Public Lawyer 1 Application for registration or exemption from registration as a national securities exchange (pdf) 1-A Regulation A Offering Statement (pdf) 1-E Notification under Regulation E (pdf) 1-N Form and amendments for notice of registration as a national securities exchange for the sole purpose of trading security futures products (pdf) 10 General form for registration of securities pursuant to Section 12(b)... Read More Going Public Lawyer
http://www.securitieslawyer101.com/sec-forms-list/

NASAA Forms List

Going Public Lawyer Uniform NASAA Forms Model Accredited Investor Exemption Uniform Notice of Transaction Uniform Application to Register Securities (U1) (PDF) Uniform Consent to Service of Process (U2) Uniform Corporate Resolutions (U2A) Uniform Investment Company Notice Filing (Form NF) Uniform Surety Bond (USB) Uniform Examination Request (U10) (Online Submission) Franchise Registration and Disclosure Guidelines (PDF) Form D (PDF) The following forms are PDF documents, which require Adobe Acrobat... Read More Going Public Lawyer
http://www.securitieslawyer101.com/nasaa-forms-list/

State Securities Regulators

Going Public Lawyer Securities Regulators by State Alabama Securities Commission 401 Adams Avenue Suite 280 P.O. Box 304700 Montgomery, AL 36130-4700Joseph P. Borg Director (334) 242-2984 (800) 222-1253 (334) 242-0240 (Fax)Alaska Dept. of Commerce, Community and Economic Development Division of Banking and Securities P.O. Box 110807 Juneau, AK 99811-0807Kevin Anselm Director (907) 465-2521 (907) 465-2549 (Fax)Arizona Corporation Commission Securities Division 1300 West Washington... Read More Going Public Lawyer
http://www.securitieslawyer101.com/state-securities-regulators/

Canadian Securities Regulators

Going Public Lawyer Canada Alberta Securities Commission Suite 600, 250 – 5th Street S.W. Calgary, AB T2P 0R4 CanadaStephen Murison Vice-Chair (403) 297-4233 (403) 297-6156 (Fax)
http://www.securitieslawyer101.com/canadian-securities-regulators/

Investor Education Links

Going Public Lawyer
http://www.securitieslawyer101.com/investor-education-links/

Securities Law Definitions

Going Public Lawyer Going Public Lawyer
http://www.securitieslawyer101.com/securities-law-definitions/

http://www.securitieslawyer101.com/googlea66b01d31ca906b4.html

Going Public Lawyer http://www.securitieslawyer101.com/googlea66b01d31ca906b4.html | Going Public Attorney l... Read More Going Public Lawyer
http://www.securitieslawyer101.com/googlea66b01d31ca906b4-html/

Promoters 101

Going Public Lawyer 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, as amended (the “Securities Act”) and the Securities Exchange Act of 1934, (the “Exchange Act”). Additionally, Regulation D of the Securities Act disqualifies an issuer from relying upon... Read More Going Public Lawyer
http://www.securitieslawyer101.com/promoter/

Feds Use Receivership Shell In Amogear Sting

Going Public Lawyer Securities Lawyer 101 The Securities and Exchange Commission, the U.S. Attorney for the District of Massachusetts, and the Federal Bureau of Investigation announced charges against five individuals whose attempt to manipulate shares of Boston-based Amogear Inc. The five were caught by an FBI undercover operation that was designed using a receivership shell manufactured in Nevada. According to the SEC and criminal... Read More Going Public Lawyer
http://www.securitieslawyer101.com/receivership-shell/

Related Person SEC Disclosures

Going Public Lawyer Securities Lawyer 101 Blog The Securities and Exchange Commission (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) of Regulations S-K and S-B set out the SEC s disclosure rules for these Related Person transactions. This blog post addresses the... Read More Going Public Lawyer
http://www.securitieslawyer101.com/related-person-disclosures/

FINRA Announces Arbitration Task Force

Going Public Lawyer Securities Lawyer 101 Blog On July 17, 2014, the Financial Industry Regulatory Authority (FINRA) announced its 13-member Arbitration Task Force. The task force will consider possible enhancements to its arbitration forum to improve the transparency, impartiality and efficiency of FINRA s securities arbitration forum for all participants. The task force is comprised of seven public members and six industry members. FINRA s... Read More Going Public Lawyer
http://www.securitieslawyer101.com/finra-arbitration-task-force/

Saturday, July 19, 2014

SEC Form 4 PDF

Going Public Lawyer form4 Going Public Lawyer
http://www.securitieslawyer101.com/useful-sec-filing-formswww-securitieslawyer101-com-form-4-pdf/

SEC Form 5

Going Public Lawyer form5 Going Public Lawyer
http://www.securitieslawyer101.com/sec-form-5/

SEC Form D

Going Public Lawyer Form D Going Public Lawyer
http://www.securitieslawyer101.com/sec-form-d/

SEC Addresses Retweets of Social Media

Securities Lawyer 101 Blog It has become almost routine for public companies to use social media to interact with their shareholders, and customers. The Securities and Exchange Commission (the “SEC”) recently issued two compliance and disclosure...
http://www.securitieslawyer101.com/social-media-retweets/

Thursday, July 17, 2014

Useful SEC Filing Forms

Going Public Lawyer Common SEC Filing Forms 3, 4, 5, D, 13D and 13G SEC Filing Form 3 A Form 3 must be filed with the SEC no later than ten (10) days after an insider becomes an affiliate of a company subject to the SEC s reporting requirements. SEC Filing Form 4 A Form 4 must be filed with the SEC... Read More Going Public Lawyer
http://www.securitieslawyer101.com/useful-sec-filing-forms/

Form 3 PDF

Going Public Lawyer Form 3 PDF Going Public Lawyer
http://www.securitieslawyer101.com/form-3-pdf/

Disclosure Controls and Procedures; Internal Control Over Financial Reporting

Going Public Lawyer Under the Sarbanes-Oxley Act, the issuer s Chief Executive Officer and Chief Financial Officer must provide certifications in each Form 10-K and the Form 10-Q to the effect that they have reviewed the filing, and believe that the filing does not contain any material misstatements or omissions and that the included financial statements and other financial information fairly present the issuer’s financial condition. The... Read More Going Public Lawyer
http://www.securitieslawyer101.com/disclosure-controls-procedures-internal-control-financial-reporting/

Securities Lawyers Gone Wild – Bernard Butts

Going Public Lawyer Securities Lawyer 101 Blog On July 15, 2014, the Securities and Exchange Commission announced that a federal judge ordered a Miami-based attorney to pay nearly $4 million in a consent judgment of an SEC case against him for orchestrating a prime bank investment scheme. The money will be returned to investors. Bernard H. Butts Jr. was charged by the SEC in... Read More Going Public Lawyer
http://www.securitieslawyer101.com/bernard-butts/

Wednesday, July 16, 2014

Raising Capital 101 – Going Public Attorneys

Going Public Lawyer Securities Lawyer 101 Going Public Blog 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 raising capital in going public transactions often do so by selling their securities prior to... Read More Going Public Lawyer
http://www.securitieslawyer101.com/raising-capital-attorney/

Raising Capital 101 - Going Public Attorneys

Securities Lawyer 101 - Going Public Blog 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 ...
http://www.securitieslawyer101.com/raising-capital-attorney/

Shelf Registration Statements l Going Public Bootcamp

Securities Lawyer 101 Blog A shelf registration statement allows an issuer to register a public offering even when there is no present intention to sell all the securities being registered. Shelf registration statements are often used in going publi...
http://www.securitieslawyer101.com/shelf-registration-statement-attorney/

Raising Capital 101 By: Brenda Hamilton Attorney

Integration of Private and Public Offerings

Going Public 101 Blog Issuers often require capital during the going public process for their operations until their registration statement on Form S-1 is declared effective. The SEC's integration doctrine addresses the circumstances under which...
http://www.gopublic101.com/public-offering-integration/

How the JOBS Act Benefits Foreign Issuers In Going Public Transactions

Going Public 101 Blog As the Securities and Exchange Commission (“SEC”) finishes the rulemaking that provides a structure for full implementation of the JOBS Act, much has been written about its impact on smaller U.S. businesses. Less has bee...
http://www.gopublic101.com/jobs-act-foreign-issuers/

Regulation S-K Index

Going Public Lawyer Standard Instructions for Filing Forms under the Securities Act of 1933, Securities Exchange Act of 1934, and Energy Policy and Conservation Act of 1975 Regulation S-K Regulation S-K Index ATTENTION ELECTRONIC FILERS THIS REGULATION SHOULD BE READ IN CONJUNCTION WITH REGULATION S-T, WHICH GOVERNS THE PREPARATION AND SUBMISSION OF DOCUMENTS IN ELECTRONIC FORMAT. MANY PROVISIONS RELATING TO THE PREPARATION AND SUBMISSION... Read More Going Public Lawyer
http://www.securitieslawyer101.com/regulation-s-k-index/

Current Report on Form 8-K

Going Public Lawyer Date of Report (Date of earliest event reported) ________________________________________________________________________________________________________________________________________________ Exact name of registrant as specified in its charter) _______________________________________________________________________________________________________________________________________________ (State or other jurisdiction of incorporation) Commission File Number IRS Employer Identification No. ____________________________________________________________________________________________________________________________________ (Address of principal... Read More Going Public Lawyer
http://www.securitieslawyer101.com/form-8-k-report/

Shelf Registration Statements l Going Public Bootcamp

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...
http://www.securitieslawyer101.com/sec-charges-lawbreakers/

Tuesday, July 15, 2014

Small Business Guide to Direct Public Offerings After the JOBS Act

Securities Lawyer 101 Blog The Jumpstart Our Business Startups Act, or JOBS Act, is intended, among other things, to reduce barriers to capital formation, particularly for smaller companies in going public transactions. The JOBS Act requires the ...
http://www.securitieslawyer101.com/jobs-act-guide/

Annual Report On Form 10-K

Going Public Lawyer UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 GENERAL INSTRUCTIONS A. Rule as to Use of Form 10-K. (1) This Form shall be used for annual reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m... Read More Going Public Lawyer
http://www.securitieslawyer101.com/form-10-k-report/

Monday, July 14, 2014

Shelf Registration Statements in Going Public Transactions

Going Public 101 Blog A shelf registration statement allows an issuer to register a public offering even when there is no present intention to sell all the securities being registered. Shelf registrations are often used in going public transaction...
http://www.gopublic101.com/shelf-registration-statements/

Going Public Attorney Insights

Going Public Lawyer Going Public 101 Blog A Going Public Attorney is an important part of the overall going public process. A Company s Going Public Attorney in the beginning of the process assist the company in selecting the best method to obtain public company status. In 2013, changes resulting from the JOBS Act, made going public transactions an appealing option for private companies seeking to... Read More Going Public Lawyer
http://www.securitieslawyer101.com/going-public-attorney-insights/

Going Public Lawyer Insights

Going Public 101 Blog A Going Public Lawyer is an important part of the overall going public process. A Going Public Lawyer in the beginning of the process assists the issuer in structuring its transaction the most time and cost effective way to
http://www.securitieslawyer101.com/going-public-lawyer-insights/

Going Public Lawyer Insights

Going Public 101 Blog A Going Public Lawyer is an important part of the overall going public process. A Going Public Lawyer in the beginning of the process assist the issuer in selecting the best method to obtain public company status. In 2013,...
http://www.securitieslawyer101.com/going-public-lawyer-insights/

Registration Statement Lawyers

The securities attorneys at Hamilton & Associates Law Group have provided many private companies with their going public solution. The registration statement lawyers will design and implement the going public structure most beneficial to your...
http://www.securitieslawyer101.com/registration-statement-lawyers/

Registration Statement Lawyers

Crowdfunding Lawyers

Since the JOBS Act was signed into law in April 2012, market participants and observers have anticipated the release of the regulations governing equity crowdfunding. On October 23, 2013, the SEC released Regulation Crowdfunding. Many small business ...
http://www.securitieslawyer101.com/crowdfunding-lawyers/

Sunday, July 13, 2014

Accredited Investor Verification – The SEC Provides Guidance For Rule 506(c) Offerings

Securities Law 101 Blog On July 3, 2014, the Securities and Exchange Commission (the “SEC”) six compliance and disclosure interpretations (“CD&I”) providing guidance as to the accredited investor verification in Rule 506(c) offerings.
http://www.securitieslawyer101.com/accredited-investor-verification/

Types of Securities That Can Be Registered on Form S-1 Registration Statements

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 securiti...
http://www.securitieslawyer101.com/form-s-1-types/

What Is Required In a Form S-1 Registration Statement?

Securities Lawyer 101 Form S-1 registration statements are 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...
http://www.securitieslawyer101.com/form-s-1-registration-statement-requirements/

SEC Periodic Reporting & Compliance

Securities Lawyer 101 Private and Publicly traded companies that are reporting with the SEC must file reports periodic reports. Not all publicly traded companies are required to file reports with the SEC. The SEC’s reporting requirements a...
http://www.securitieslawyer101.com/sec-periodic-reporting/

Types of Securities That Can Be Registered on Form S-1 Registration Statements

Going Public Lawyer 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 securities that can be registered. Form S-1 is used more often by issuers than any other type of registration statement form. The... Read More Going Public Lawyer
http://www.securitieslawyer101.com/form-s-1-types/

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 S...
http://www.securitieslawyer101.com/sec-charges-golfers/

Useful SEC Links

Going Public Lawyer Useful SEC Links Form D Form S-1 Form s-4 Form S-8 SEC Homepage Division of Investment Management Division of Trading and Markets Filing and Forms (EDGAR) News Digest No-Action, Interpretive and Exemptive Letters Office of Chief Accountant Office of Internal Affairs Reports and Releases on Sarbanes-Oxley Speeches and Public Statements Research Sites and Useful Links Research on the SEC Website ... Read More Going Public Lawyer
http://www.securitieslawyer101.com/useful-sec-links/

Saturday, July 12, 2014

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 direct public offering, a company’s shares are sold directly...
http://www.securitieslawyer101.com/direct-public-offerings/

Friday, July 11, 2014

Five Charged with Attempted Manipulation of Amogear

Securities Lawyer 101 The Securities and Exchange Commission, 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 Bosto...
http://www.securitieslawyer101.com/amogear/

Thursday, July 10, 2014

SEC Obtains Judgment Against John Babikian

Securities Lawyer 101 Blog On July 8, 2012, the Securities and Exchange Commission announced (the "SEC") announced that the United States District Court for the Southern District of New York entered a final judgment against defendant John Babikian i...
http://www.securitieslawyer101.com/sec-john-babikian/

Small Business Guide to Direct Public Offerings

Securities Lawyer 101 Blog The Jumpstart Our Business Startups Act, or JOBS Act, is intended, among other things, to reduce barriers to capital formation, particularly for smaller companies in going public transactions. The JOBS Act requires th...
http://www.securitieslawyer101.com/direct-public-offerings-guide/

Small Business Guide to Direct Public Offerings

Securities Lawyer 101 Blog The Jumpstart Our Business Startups Act, or JOBS Act, is intended, among other things, to reduce barriers to capital formation, particularly for smaller companies in going public transactions. The JOBS Act requires th...
http://www.securitieslawyer101.com/direct-public-offerings-guide/

Small Business Guide to Direct Public Offerings After the JOBS Act

Wednesday, July 9, 2014

Small Business Guide to Direct Public Offerings After the JOBS Act

Tuesday, July 8, 2014

Form 8-K Attorneys l Securities Lawyer 101

Securities Lawyer 101 Blog Private companies going public should be familiar with the requirements of Form 8-K. Once a company completes its going public transaction and its Form S-1 is effective, it is required to comply with the SEC’s peri...
http://www.securitieslawyer101.com/form-8-k-lawyer/

Form 8-K Attorneys l Securities Lawyer 101

Securities Lawyer 101 Blog Private companies going public should be familiar with the requirements of Form 8-K. Once a company completes its going public transaction and its Form S-1 is effective, it is required to comply with the SEC
http://www.securitieslawyer101.com/form-8-k-lawyer/

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 civil actio...
http://www.securitieslawyer101.com/mark-jackson/

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

Monday, July 7, 2014

Form 10-Q Requirements l Going Public Lawyer

Securities Lawyer 101 - Going Public Blog Publicly traded companies with a class of securities registered under Section 12 or subject to Section 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are subject to the SE...
http://www.securitieslawyer101.com/form-10-q-lawyer/

Form 10-Q Requirements l Going Public Lawyer

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

Going Public Lawyer 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 civil actions against them. The case had been set for a jury trial. The Court entered a final judgment in the matter... Read More Going Public Lawyer
http://www.securitieslawyer101.com/mark-a-jackson/

Securities Lawyers Gone Wild – Charles Blackwelder Indicted

Going Public Lawyer Charles Blackwelder, an Indiana lawyer and his daughter have charged in connection with a $23 million Ponzi scheme that allegedly targeting senior citizens. Blackwelder and his daughter, Cara Grumme, were charged with twenty felonies, including nine counts of securities fraud and four counts of securities fraud on a victim over the age of 60. Each of the felonies carries a... Read More Going Public Lawyer
http://www.securitieslawyer101.com/charles-blackwelder/

Securities Lawyers Gone Wild - Charles Blackwelder Indicted

Charles Blackwelder, an Indiana lawyer and his daughter have charged in connection with a $23 million Ponzi scheme that allegedly targeting senior citizens. Blackwelder and his daughter, Cara Grumme, were charged with twenty felonies, including ni...
http://www.securitieslawyer101.com/charles-blackwelder/

The Role of the Crowdfunding Attorney

Going Public Lawyer Since the JOBS Act was signed into law in April 2012, market participants and observers have anticipated the release of the regulations governing equity crowdfunding. On October 23, 2013, the SEC released Regulation Crowdfunding. Many small business owners and advocates believe equity crowdfunding will make access to capital easier for startups and small businesses and fundamentally change the capital raising... Read More Going Public Lawyer
http://www.securitieslawyer101.com/crowdfunding-attorney/

The Role of the Direct Public Offering Lawyer

Going Public Lawyer One of the most efficient and cost effective ways to achieve public company status is by using a Direct Public Offering. The Direct Public Offering Lawyers at Hamilton & Associates will assist you with your Direct Public Offering using a registration statement. Direct Public Offerings can be structured a variety of ways. A company can use a Form S-1 registration statement to... Read More Going Public Lawyer
http://www.securitieslawyer101.com/direct-public-offering-lawyer/

The Role of the Crowdfunding Lawyer

The Role of the Going Public Attorney

Going Public Lawyer The role of the going public attorney is one of the most important in the going public process. The going public attorneys at Hamilton & Associates Law Group have provided private companies with their going public solutions for over ten years. A skilled going public attorney can design and implement the going public structure most beneficial to your company without... Read More Going Public Lawyer
http://www.securitieslawyer101.com/going-public-attorney/

SEC Issuance Guidance on Accredited Investor Status

By: Jon Dunsmoor, Esquire Issuers conducting offerings in reliance upon Rule 506 (c) of Regulation D of the Securities Act of 1933, as amended (the "Securities Act") may engage in general solicitation and advertising so long as sales are made only...
http://www.securitieslawyer101.com/accredited-investor-status/

The Role of the Going Public Lawyer

Going Public Lawyer The role of the Going Public Lawyer is one of the most important in the going public process. The Going Public Lawyers at Hamilton & Associates Law Group have provided private companies with their going public solutions for over ten years. A skilled Going Public Lawyer can design and implement the going public structure most beneficial to your company without... Read More Going Public Lawyer
http://www.securitieslawyer101.com/going-public-lawyer/

The Role of the Go Public Lawyer

Going Public Lawyer The role of the Go Public Lawyer is one of the most important in the going public process. The Go Public Lawyers at Hamilton & Associates Law Group have provided private companies with their going public solutions for over ten years. A skilled Go Public Lawyer can design and implement the going public structure most beneficial to your company without... Read More Going Public Lawyer
http://www.securitieslawyer101.com/go-public-lawyer/

The Role of the Go Public Attorney l Securities Lawyer 101

Going Public Lawyer 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 over ten years. A skilled Go Public Attorney can design and implement the going public structure most beneficial to your company without... Read More Going Public Lawyer
http://www.securitieslawyer101.com/go-public-attorney/

Sunday, July 6, 2014

Form S-1 Financial Statements l Going Public Attorneys

Going Public Lawyer Securities Lawyer 101 Blog Companies that register securities for direct public offering on Form S-1 as part of their going public transaction must provide audited financial statements to the Securities and Exchange Commission ( SEC ). These financial statements include a balance sheet, statement of shareholders equity, income statement and statement of cash flows. This blog post discusses the financial statement requirements... Read More Going Public Lawyer
http://www.securitieslawyer101.com/form-s-1-financial-statement/

Form S-1 Financial Statement Requirements

Securities Lawyer 101 Blog Companies that register shares for a direct public offering on Form S-1 as part of their going public transaction must provide audited financial statements to the Securities and Exchange Commission ("SEC"). These audited f...
http://www.securitieslawyer101.com/form-s-1-financial-statement/

Bank Secrecy 101 By: Brenda Hamilton Attorney

Going Public Lawyer Securities Lawyer 101 Blog Posted By: Brenda Hamilton Attorney The Bank Secrecy Act (“BSA”) requires financial institutions in the United States to assist U.S. government agencies to detect and prevent money laundering activity. The Act’s regulations apply to broker-dealers as well as to banks and other depository institutions. The BSA, also called the Currency and Foreign Transactions Reporting Act, was... Read More Going Public Lawyer
http://www.securitieslawyer101.com/bank-secrecy/

Saturday, July 5, 2014

SEC Announces Tick Size Plan

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 develop and file with the Commission a national market system plan.

The SEC’s Cross-Border Security Swap Rules

Securities Lawyer 101

The Securities and Exchange Commission (the “SEC”) adopted the first of a series of rules and guidance on cross-border security-based swap activities for market participants.

The SEC will use the new rules to finalizing the remaining proposals.

NutraFuels Launches Extreme Energy 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 launch its latest product, TapoutT XT Extreme Energy Oral Spray in the month of August.

SEC Charges Five With Short Sale Violations

On July 2, 2014 — The Securities and Exchange Commission (the “SEC”) charged five short sellers who were traders for committing short selling violations.

Why Companies Going Public Need a Securities Lawyer

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 be registered with the Securities and Exchange Commission (the “SEC”) or be exempt from registration.

Securities Lawyers Gone Wild – Todd A. Duckson

On June 2, 2014, the Securities and Exchange Commission (the “SEC”) announced that, on June 27, 2014, Judge Donovan W. Frank, of the U.S. District Court in St. Paul, Minnesota, issued an Opinion and Order imposing sanctions against securities lawyer Todd A. Duckson, a Minneapolis, Minnesota attorney, Capital Solutions Monthly Income Fund, LP, a Minneapolis-based real estate lending fund (the “Fund”), and Transactional Finance Fund

The Exchange Act Lawyer’s Role In Going Public Matters

The Securities Exchange Act of 1934 (the “Securities Exchange Act”) grants broad authority to the Securities and Exchange Commission (“SEC”) to oversee the securities industry. The SEC’s authority includes the power to register, regulate, and oversee

brokerage firms, transfer agents, and clearing agencies; as well as securities self regulatory

Carolyn Winsor Apprehended by U.S. Authorities

On June 27, 2014, Caroline Winsor, also known as Caroline Meyers and Caroline Danforth has been apprehended and is in the custody of U.S. authorities. Winsor is charged in an indictment with conspiracy, wire fraud, and securities fraud. In April of 2013, more than a year before her arrest, Winsor was the subject of a detailed forensic report by www.promotionstocksecrets.com that contained allegations mirroring the governments charges against Winsor.

Understanding the Going Public Process

The Going Public Process l By Brenda Hamilton Florida Attorney

Oh the Places You’ll Go – Understanding the Going Public Process

The going public process involves a myriad of rules and regulations that issuers must consider before structuring their transactions.

The Laws That Apply to a Direct Public Offering

Direct Public Offering Blog Series

An issuer conducting a registered direct public offering is subject to three federal securities laws, each with its own unique requirements. These are the Securities Act of 1933 (the “Securities Act”), the Securities Exchange Act of 1934 (the “Exchange Act”) and the Sarbanes-Oxley Act of 2002 (”Sarbanes-Oxley”).

Exchange Act Registration Statements in Going Public Transactions

[caption id="attachment_4726" align="alignleft" width="300"] Ask Securities Lawyer 101 l Form 10 Registration[/caption] Securities Lawyer 101 Blog All public companies whose securities are registered on a national securities exchange, and generally...
http://www.securitieslawyer101.com/exchange-act-registration-statement/

The Laws That Apply to a Direct Public Offering

Direct Public Offering Blog Series An issuer conducting a registered direct public offering is subject to three federal securities laws, each with its own unique requirements. These are the Securities Act of 1933 (the “Securities Act”), the Se...
http://www.securitieslawyer101.com/direct-public-offering-laws/

Friday, July 4, 2014

Understanding the Going Public Process

Oh the Places You Will Go - Understanding the Going Public Process The going public process involves a myriad of rules and regulations that issuers must consider before structuring their transactions. While going public offers many benefits it a...
http://www.securitieslawyer101.com/going-public-process/

Understanding the Going Public Process

Exchange Act Registration Statements in Going Public Transactions

The Exchange Act Lawyer's Role In Going Public Matters

Securities Lawyer 101 Blog The Securities Exchange Act of 1934 (the “Securities Exchange Act”) grants broad authority to the Securities and Exchange Commission (“SEC”) to oversee the securities industry. The SEC’s authority includes the...
http://www.securitieslawyer101.com/exchange-act-lawyer/

Rule 405 — Definitions of Terms

Going Public Lawyer Rule 405 Definitions of Terms Unless the context otherwise requires, all terms used in Rule 400 to Rule 494, inclusive, or in the forms for registration have the same meanings as in the Act and in the general rules and regulations. In addition, the following definitions apply, unless the context otherwise requires: Affiliate. An affiliate of, or person affiliated with, a specified person, is... Read More Going Public Lawyer
http://www.securitieslawyer101.com/rule-405/

Form 10 Registration Statement l Q & A l By: The Going Public Lawyers

Securities Law 101 Blog Registration Statements on Form 10 ("Form 10") register a class of securities under Section 12(g) of the Securities Exchange Act of 1934 (the “Exchange Act”). Unlike securities registered under the Securities Act of 193...
http://www.securitieslawyer101.com/form-10-registration-statement-q-a/

Thursday, July 3, 2014

Carolyn Winsor Apprehended by U.S. Authorities

Securities Lawyer 101 Blog On June 2, 2014, Caroline Winsor, also known as Caroline Meyers and Caroline Danforth has been apprehended and is in the custody of U.S. authorities. Winsor is charged in an indictment with conspiracy, wire fraud, and...
http://www.securitieslawyer101.com/carolyn-winsor-arrest/

The Securities Exchange Act Lawyer and Going Public

Going Public Lawyer Securities Lawyer 101 Blog The Securities Exchange Act of 1934 (the “Securities Exchange Act”) grants broad authority to the Securities and Exchange Commission (“SEC”) to oversee the securities industry. The SEC’s authority includes the power to register, regulate, and oversee brokerage firms, transfer agents, and clearing agencies; as well as securities self regulatory organizations (SROs), including the Financial Industry Regulatory Authority... Read More Going Public Lawyer
http://www.securitieslawyer101.com/exchange-act-lawyer/

Form 10 Registration Statement

Going Public Lawyer UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10 GENERAL FORM FOR REGISTRATION OF SECURITIES Pursuant to Section 12(b) or (g) of The Securities Exchange Act of 1934 __________________________________________________________________________________________________________________________________________________ (Exact name of registrant as specified in its charter) _______________________________________________________________________________________________________________________________________________________ (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) __________________________________________________________________________________________________________________________________________________ (Address of principal executive offices)... Read More Going Public Lawyer
http://www.securitieslawyer101.com/form-10-registration-statement/

Securities Lawyers Gone Wild – Todd A. Duckson

Going Public Lawyer On June 2, 2014, the Securities and Exchange Commission (the SEC ) announced that, on June 27, 2014, Judge Donovan W. Frank, of the U.S. District Court in St. Paul, Minnesota, issued an Opinion and Order imposing sanctions against securities lawyer Todd A. Duckson, a Minneapolis, Minnesota attorney, Capital Solutions Monthly Income Fund, LP, a Minneapolis-based real estate lending fund (the... Read More Going Public Lawyer
http://www.securitieslawyer101.com/securities-lawyer-todd-duckson/

Securities Lawyers Gone Wild - Todd A. Duckson

On June 2, 2014, the Securities and Exchange Commission (the "SEC") announced that, on June 27, 2014, Judge Donovan W. Frank, of the U.S. District Court in St. Paul, Minnesota, issued an Opinion and Order imposing sanctions against securities lawyer ...
http://www.securitieslawyer101.com/securities-lawyer-todd-duckson/

Form 10

Going Public Lawyer UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10 GENERAL FORM FOR REGISTRATION OF SECURITIES Pursuant to Section 12(b) or (g) of The Securities Exchange Act of 1934 _______________________________________________________________________________________________________________ (Exact name of registrant as specified in its charter) _______________________________________________________________________________________________________________ (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) _______________________________________________________________________________________________________________________ (Address of principal executive offices)... Read More Going Public Lawyer
http://www.securitieslawyer101.com/form-10-registration-statement/

Regulation S-K Item 305

Going Public Lawyer Securities Law Blog Issuers filing registration statements on Form S-1 for direct public offerings in their going public transactions must comply with Regulation S-K Item 305. Item 305requires expansive disclosure about quantitative and qualitative market risks. Regulation S-K Item 305 Quantitative and Qualitative Disclosures about Market Risks Quantitative information about market risk. Registrants shall provide, in their reporting currency, quantitative information about market risk as... Read More Going Public Lawyer
http://www.securitieslawyer101.com/regulation-s-k-item-305/

Regulation S-K Item 511

Going Public Lawyer Securities Law Blog Issuers filing registration statements on Form S-1 for direct public offerings in their going public transactions must comply with Regulation S-K Item 5112. Item 511 requires expansive disclosure about the issuer s securities. Regulation S-K Item 511 Other Expenses of Issuance and Distribution Furnish a reasonably itemized statement of all expenses in connection with the issuance and distribution of the securities to be... Read More Going Public Lawyer
http://www.securitieslawyer101.com/regulation-s-k-item-511/

Regulation S-K Item 701

Going Public Lawyer Securities Law Blog Issuers filing registration statements on Form S-1 for direct public offerings in their going public transactions must comply with Regulation S-K Item Item 701. Item 701 requires expansive disclosure about the issuer s unregistered securities offerings for the three years prior to the filing of the registration statement. Regulation S-K Item 701 Recent Sales of Unregistered Securities; Use of Proceeds from Registered Securities... Read More Going Public Lawyer
http://www.securitieslawyer101.com/regulation-s-k-item-701/

Regulation S-K Item 702

Going Public Lawyer Securities Law Blog Issuers filing registration statements on Form S-1 for direct public offerings in their going public transactions must comply with Regulation S-K Item 702. Item 702 requires disclosure of any indemnification provisions of officers, directors or control persons. Regulation S-K Item 702 Indemnification of Directors and Officers State the general effect of any statute, charter provisions, by-laws, contract or other arrangements under which... Read More Going Public Lawyer
http://www.securitieslawyer101.com/regulation-s-k-item-702/

Regulation S-K Item 407

Going Public Lawyer Securities Law Blog Issuers filing registration statements on Form S-1 for direct public offerings in their going public transactions must comply with Regulation S-K Item 407 which sets forth the issuer s corporate governance requirements. Regulation S-K Item 407 Corporate Governance Director independence. Director independence. Identify each director and, when the disclosure called for by this paragraph is being presented in a proxy or information statement... Read More Going Public Lawyer
http://www.securitieslawyer101.com/regulation-s-k-item-407/

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 eith...
http://www.securitieslawyer101.com/going-public-lawyers/

Wednesday, July 2, 2014

SEC Charges Five With Short Sale Violations

Securities Lawyer 101 Blog On July 2, 2014 — The Securities and Exchange Commission (the "SEC") charged five short sellers who were traders for committing short selling violations. According to the SEC, the short sellers were trading for...
http://www.securitieslawyer101.com/sec-charges-short-sale/

SEC Charges Short Sellers

Securities Lawyer 101 Blog On July 2, 2014 — The Securities and Exchange Commission (the "SEC") charged five traders for committing short selling violations while trading for themselves and Worldwide Capital Inc., a Long Island, N.Y.-based pr...
http://www.securitieslawyer101.com/sec-charges-short-sellers/

Regulation S-K Item 506

Going Public Lawyer Securities Law Blog Issuers filing registration statements on Form S-1 for direct public offerings in their going public transactions must comply with Regulation S-K Item 506. Item 506 requires expansive disclosure about the issuer s securities. Item 506 requires that the issuer provide information concerning offering price disparity in the Form S-1. This is typically provided in chart format. Regulation S-K Item 506 Dilution Where common... Read More Going Public Lawyer
http://www.securitieslawyer101.com/regulation-s-k-item-506/

Regulation S-K Item 304 – Changes in Disagreements With Accountants

Going Public Lawyer Securities Law Blog Issuers filing registration statements on Form S-1 for direct public offerings in their going public transactions must provide the disclosures required by Regulation S-K Item 304. Item 304 provides that if during the company s two most recent fiscal years or subsequent interim period, an auditor who was previously engaged as the principal auditor to audit the issuer s financial statements has resigned or was... Read More Going Public Lawyer
http://www.securitieslawyer101.com/regulation-s-k-item-304/

SEC Form S-1 Registration Statement

Going Public Lawyer Securities Law Blog Form S-1 Registration Statement UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identification Number) (Address, including zip code, and telephone number,including... Read More Going Public Lawyer
http://www.securitieslawyer101.com/form-s-1-registration-statement/

Regulation S-K Item 401 By: Brenda Hamilton

Going Public Lawyer Securities Law Blog Issuers filing registration statements on Form S-1 for direct public offerings in their going public transactions must comply with Regulation S-K Item 401. Item 410 requires expansive disclosure about the issuer s officers, directors and shareholders. Regulation S-K Item 401 Directors, Executive Officers, Promoters and Control Persons
http://www.securitieslawyer101.com/regulation-s-k-item-401/

Regulation S-K Item 403

Going Public Lawyer Regulation S-K Item 403 Security Ownership of Certain Beneficial Owners and Management
http://www.securitieslawyer101.com/regulation-s-k-item-403/

Form S-1 Item 11A. Material Changes

Going Public Lawyer Issuers filing registration statements for their direct public offering in a going public transactions must comply with Item 11 A of Form S-1. Item 11 A of Form S-1 is set forth below. Item 11A. Material Changes. If the registrant elects to incorporate information by reference pursuant to General Instruction VII., describe any and all material changes in the registrant’s... Read More Going Public Lawyer
http://www.securitieslawyer101.com/form-s-1-item-11a/

Regulation S-K Item 510

Going Public Lawyer Posted by Brenda Hamilton Lawyer Securities Lawyer 101 Blog Issuers filing registration statements on Form S-1 for direct public offerings in their going public transactions must comply with Regulation S-K Item 510. Item 510 is set forth below. Regulation S-K Item 510 Disclosure of Commission Position on Indemnification for Securities Act Liabilities In addition to the disclosure prescribed... Read More Going Public Lawyer
http://www.securitieslawyer101.com/regulation-s-k-item-510/

Regulation S-K Item 103

Going Public Lawyer Regulation S-K Item 103 Legal Proceedings Describe briefly any material pending legal proceedings, other than ordinary routine litigation incidental to the business, to which the registrant or any of its subsidiaries is a party or of which any of their property is the subject. Include the name of the court or agency in which the proceedings are pending, the... Read More Going Public Lawyer
http://www.securitieslawyer101.com/regulation-s-k-item-103-2/

Regulation S-K Item 201

Going Public Lawyer Regulation S-K Item 201 Market Price of and Dividends on the Registrant s Common Equity and Related Stockholder Matters
http://www.securitieslawyer101.com/regulation-s-k-item-201/

Regulation S-K Item 402 By: Brenda Hamilton

Going Public Lawyer Regulation S-K Item 401 Directors, Executive Officers, Promoters and Control Persons
http://www.securitieslawyer101.com/regulation-s-k-item-402/

NutraFuels Launches Extreme Energy Spray

Going Public Lawyer 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 launch its latest product, TapoutT XT Extreme Energy Oral Spray in the month of August. NTFU obtained a sublicense agreement to manufacture,... Read More Going Public Lawyer
http://www.securitieslawyer101.com/nutrafuel/

SEC Cross-Border Security Swap Rule

Securities Lawyer 101 Blog The Securities and Exchange Commission (the "SEC") adopted the first of a series of rules and guidance on cross-border security-based swap activities for market participants. The SEC will use the new rules to finalizing...
http://www.securitieslawyer101.com/security-swap/

Tuesday, July 1, 2014

SEC Announces Tick Size Plan

Going Public Lawyer 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 develop and file with the Commission a national market system plan. The plan will seek to implement a targeted 12 month pilot... Read More Going Public Lawyer
http://www.securitieslawyer101.com/tick-size/

Regulation S-K Item 101- Securities Law Blog

Going Public Lawyer Regulation S-K Item 101 Description of Business
http://www.securitieslawyer101.com/regulation-s-k-item-101/

Regulation S-K Item 103 Securities Law Blog

Regulation S-K Item 509

Going Public Lawyer Securities Law Blog Regulation S-K Item 509 Interests of Named Experts and Counsel If (a) any expert named in the registration statement as having prepared or certified any part thereof (or is named as having prepared or certified a report or valuation for use in connection with the registration statement), or (b) counsel for the registrant, underwriters or selling... Read More Going Public Lawyer
http://www.securitieslawyer101.com/regulation-s-k-item-509/

Regulation S-K Item 101

Going Public Lawyer Item 101 Description of Business
http://www.securitieslawyer101.com/regulation-s-k-item-101/

Regulation S-K Item 102 – Securities Law Blog

Going Public Lawyer Securiities Law Blog Item 102 Description of Property State briefly the location and general character of the principal plants, mines and other materially important physical properties of the registrant and its subsidiaries. In addition, identify the industry segment(s), as reported in the financial statements, that use the properties described. If any such property is not held in fee or... Read More Going Public Lawyer
http://www.securitieslawyer101.com/regulation-s-k-item-102/

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...
http://www.securitieslawyer101.com/rule-144a/

FINRA Brings Transparency to Rule 144A Corporate Debt Transactions

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 procedur...
http://www.securitieslawyer101.com/goldman-sachs/

SEC Seeks to Reduce Gobbly Gook Disclosures By: Securities Lawyers 101

Going Public Lawyer Securities Lawyer 101 Blog This month, the Securities and Exchange Commission (the “SEC”) provided guidance related to the enhanced mutual fund disclosure amendments it adopted in 2009. The SEC’s guidance is based on comments the staff of the Division of Investment Management provided to a number of funds and their securities lawyers. The SEC guidance is intended to focus funds on certain form... Read More Going Public Lawyer
http://www.securitieslawyer101.com/securities-lawyers-disclosure/

Using Preferred Stock in the EB-5 Program

Securities Lawyers 101 Blog Posted by Todd Feinstein, Esquire The purpose of the EB-5 Program is to promote the immigration of people who can help create jobs for United States workers through their investment of capital into the United States ec...
http://www.securitieslawyer101.com/eb-5-lawyer/