Attorney Kenneth Eade Barred from Practicing Before the SEC

Securities Lawyers Gone Wild Series On October 28, 2014, the Securities and Exchange Commission (“SEC”) announced the settlement of an administrative proceeding brought by the agency against Kenneth G. Eade, an attorney licensed to practice in California, but living in Paris, France.  By agreeing to the suspension, Eade accepted a suspension from practicing law before the SEC for a period... Read More
http://www.securitieslawyer101.com/2014/attorney-kenneth-eade-barred-from-practicing-before-the-sec/

Crowdfunding a Going Public Transaction

The Securities and Exchange Commission (“SEC”) rules for crowdfunding remain in limbo, but 12 states have passed legislation allowing intrastate crowdfunding.  The SEC as well as state securities regulators have provided meaningful guidance addressing intrastate crowdfunding. One benefit of intrastate crowdfunding is that while it will not give a company public company status, if structured properly, it can serve as... Read More
http://www.securitieslawyer101.com/2014/crowdfunding-a-going-public-transaction/

Crowdfunding a Texas Intrastate Offering

Texas is the latest state to embrace equity crowdfunding.  On October 22, 2014, the Texas State Securities Board approved proposed Rule 139.25, which exempts intrastate securities offerings using crowdfunding.  Rule 139.25 will become effective next month.   The new Texas exemption requires that offers and sales of an issuer s securities be made exclusively through an Internet website operated by a Texas... Read More
http://www.securitieslawyer101.com/2014/crowdfunding-a-texas-intrastate-offering/

Section 12 – Termination of Registration and Trading Suspensions

Going Public LawyerSecurities Law Blog SEC proceedings for registration revocations and trading suspensions have become somewhat common in the microcap markets since the Securities and Exchange Commission (“SEC”) started its Operation Shell Expel initiative.  Proceedings under Section 12(j) are frequently initiated when an SEC reporting company has a  history of delinquent periodic reports and filings.Section 13(a) of the Securities Exchange Act of 1934,... Read MoreGoing Public Lawyer
http://www.securitieslawyer101.com/2014/section-12-termination-registration-trading-suspensions/

Section 12 - Termination of Registration and Trading Suspensions

Securities Law Blog SEC proceedings for registration revocations and trading suspensions have become somewhat common in the microcap markets since the Securities and Exchange Commission (“SEC”) started its Operation Shell Expel initiative.  ...
http://www.securitieslawyer101.com/2014/section-12-termination-registration-trading-suspensions/

Stock Spin-Offs 101

Securities Lawyer 101 Blog A spin-off ("Spin-off”) involves a transaction in which a parent company (“Parent”) distributes securities of its subsidiary (“Subsidiary”) to the Parent’s stockholders so that the Subsidiary becomes a separa...
http://www.securitieslawyer101.com/2014/stock-spin-offs-101/

Stock Spin-Offs 101

Securities Lawyer 101 Blog A spin-off ("Spin-off”) involves a transaction in which a parent company (“Parent”) distributes securities of its subsidiary (“Subsidiary”) to the Parent’s stockholders so that the Subsidiary becomes a separa...
http://www.securitieslawyer101.com/2014/stock-spin-offs-101/

Ebola Stock Scams – FINRA Risk Alert

Securities Law Blog The Financial Industry Regulatory Authority (“FINRA”) recently issued a Risk Alert about Ebola Stock Scams. The Risk Alert warns investors about potential investment scams involving companies that claim to be involved in th...
http://www.securitieslawyer101.com/2014/ebola-stock-scams-finra-risk-alert/

Judgment Entered Against James Crane CFO of Subaye

On October 20, 2014, the Securities and Exchange Commission (the “SEC”) announced a final judgment, in an enforcement action filed by the SEC in May 2013, against James Crane, the former Chief Financial Officer of Subaye, Inc., a company based in...
http://www.securitieslawyer101.com/2014/judgment-entered-james-crane-cfo-subaye/

SEC Announces Date for Small Business Forum on Capital Formation

On October 16, 2014, the Securities and Exchange Commission announced that it will hold its annual Government-Business Forum on Small Business Capital Formation at its Washington, D.C. headquarters on November 20. The morning session of the forum wi...
http://www.securitieslawyer101.com/2014/sec-announces-date-small-business-forum-capital-formation/

DTC Removes Global Lock of Veltex Corporation’s Securities

Going Public LawyerEffective October 17, 2014, the Depository Trust Company ( DTCC ) has reinstated services for the securities of Veltex Corporation ( Veltex ), and the Global Lock of its securities has been removed. Stephen G. Macklem, CFO of Veltex quantified in a statement, Veltex, thru the retention of the Law Offices of Hamilton & Associates Law Group, P.A. and its principal Veltex attorney Brenda L. Hamilton,... Read MoreGoing Public Lawyer
http://www.securitieslawyer101.com/2014/dtc-removes-global-lock-veltex-corporations-securities/

DTC Removes Global Lock of Veltex Corporation's Securities

Effective October 17, 2014, the Depository Trust Company ("DTCC") has reinstated services for the securities of Veltex Corporation ("Veltex"), and the Global Lock of its securities has been removed. Stephen G. Macklem, CFO of Veltex quantified i...
http://www.securitieslawyer101.com/2014/dtc-removes-global-lock-veltex-corporations-securities/

SEC Announces Date for Small Business Forum on Capital Formation

Going Public LawyerOn October 16, 2014, the Securities and Exchange Commission announced that it will hold its annual Government-Business Forum on Small Business Capital Formation at its Washington, D.C. headquarters on November 20. The morning session of the forum will feature panel discussions on the definition of an accredited investor and secondary market liquidity for securities of small businesses.  During the afternoon... Read MoreGoing Public Lawyer
http://www.securitieslawyer101.com/2014/sec-announces-date-small-business-forum-capital-formation/

Going Public Lawyer Bootcamp l Going Public l SEC Law

Securities Lawyer 101 Blog Getting a Shareholder Base 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 a Securities and Excha...
http://www.securitieslawyer101.com/2014/going-public-lawyer-bootcamp/

Founder of iShopNoMarkup.com Found Guilty

Securities Law Blog On October 14, 2014, a jury in federal court in Central Islip, New York returned a verdict in favor of the Securities and Exchange Commission (the “SEC”) finding the former Chairman of failed Long Island-based internet startu...
http://www.securitieslawyer101.com/2014/founder-ishopnomarkup-com-found-guilty/

Restrictive Legends 101

Securities Lawyer 101 Blog The Securities Act of 1933, as amended (the “Securities Act”) does not require that issuers place restrictive legends (“Restrictive Legends”) on certificates representing restricted securities.   It has become r...
http://www.securitieslawyer101.com/2012/restrictive-legends/

Going Public Lawyer Bootcamp l Going Public l SEC Law

Going Public LawyerSecurities Lawyer 101 Blog Blog 1 l Getting a Shareholder Base 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 a Securities and Exchange Commission (“SEC”) reporting company. All companies seeking public company status must meet certain requirements in order for their securities... Read MoreGoing Public Lawyer
http://www.securitieslawyer101.com/2014/going-public-lawyer-bootcamp/

Risk Alert – Penny Stock Deposits

Going Public LawyerSecurities Lawyer 101 Securities Law Blog On September 9, 2014, the Securities and Exchange Commission (the SEC ) published a Risk Alert concerning the obligations of broker-dealers who engage in unregistered transactions on behalf of their customers.  The SEC publication of the staff guidance was accompanied by the announcement of an enforcement action against two E*TRADE Subsidiaries for improperly selling billions of shares... Read MoreGoing Public Lawyer
http://www.securitieslawyer101.com/2014/risk-alert-penny-stock-deposits/

Guide to Raising Capital and Going Public

The two primary sets of federal securities laws that come into play when a company wants to offer and sell its securities and go public are the Securities Act of 1933 ("Securities Act"), and the Securities Exchange Act of 1934 ("Exchange Act"). ...
http://www.gopublic101.com/guide-raising-capital-going-public/

Risk Alert - Penny Stock Deposits

Securities Lawyer 101 - Securities Law Blog On September 9, 2014, the Securities and Exchange Commission (the "SEC") published a Risk Alert concerning the obligations of broker-dealers who engage in unregistered transactions on behalf of their custo...
http://www.securitieslawyer101.com/2014/risk-alert-penny-stock-deposits/

Proposals For DTC Chills and Global Locks Withdrawn

Securities Lawyer 101 Blog On December 18, 2013, the Depository Trust Company (“DTC”) submitted a proposed rule change to the Securities and Exchange Commission (“SEC”), which regulates its activities.  Its aim was to “specify procedure...
http://www.securitieslawyer101.com/2014/proposals-dtc-chills-global-locks-withdrawn/

SEC Obtains Final Judgment Entered Against 8000 Inc. CEO, Thomas Kelly

Securities Lawyer 101 - Securities Law Blog On October 9, 2014, the Securities and Exchange Commission (the “SEC”) announced that the U.S. District Court for the Southern District of New York entered a Final Judgment against Thomas Kelly, the f...
http://www.securitieslawyer101.com/2014/sec-obtains-final-judgment-entered-8000-inc-ceo-thomas-kelly/

DTC Conspiracy Theories On the Rise

 Securities Lawyer 101 Blog The Depository Trust Company (DTC) is the only stock depository in the United States. When DTC provides services as the depository for an issuer’s securities, its securities can trade electronically. Without DTC elig...
http://www.securitieslawyer101.com/2014/dtc-chill/

SEC Charges E*TRADE Subsidiaries With Improperly Selling Penny Stocks

Securities Lawyer 101 Blog On October 9, 2014, the Securities and Exchange Commission (the “SEC”) announced an enforcement action against current and former brokerage subsidiaries of E*TRADE Financial Corporation. According to the SEC charges, E...
http://www.securitieslawyer101.com/2014/sec-charges-etrade-subsidiaries-improperly-selling-penny-stocks/

The Purpose of Registration Statements Under the Securities Act of 1933

Going Public LawyerSecurities Lawyer 101 Blog The Securities Act of 1933 (the Securities Act ) is referred to as the truth in securities act. The Securities Act has two stated goals. These are to require that issuers provide investors with financial and other significant information concerning securities being offered for public sale, and to prohibit deceit, misrepresentations, and other fraud in the sale of securities.... Read MoreGoing Public Lawyer
http://www.securitieslawyer101.com/2014/purpose-registration-statements-securities-act-1933/

The Purpose of Registration Statements Under the Securities Act of 1933

Securities Lawyer 101 Blog The Securities Act of 1933 (the "Securities Act") is referred to as the "truth in securities" act. The Securities Act has two stated goals. These are to require that issuers provide investors with financial and other si...
http://www.securitieslawyer101.com/2014/purpose-registration-statements-securities-act-1933/

Geoffrey Eiten Ordered to Pay Over $700,000 In SEC Case

Securities Lawyer 101 Blog On October 8, 2014, the Securities and Exchange Commission (the "SEC") announced that the U.S. District Court for the District of Massachusetts entered a final judgment against stock promoter Geoffrey Eiten.  Eiten is a...
http://www.securitieslawyer101.com/2014/geoffrey-eiten-ordered-pay-700000-sec-case/

Robert Kelly Sentenced to 27 Months For Securities & Wire Fraud

On September 23, 2014, Robert Kelly, the former chief executive officer of Wwebnet, Inc. (“Wwebnet”), a software development company, was sentenced to 27 months in prison beginning on November 3, 2014.   Kelly is also subject to three years sup...
http://www.securitieslawyer101.com/2014/robert-kelly-sentenced-27-months-securities-wire-fraud/

SEC Addresses the Intrastate Crowdfunding Exemption

Securities Law Blog On October 2, 2014, the Securities and Exchange Commission issued an updated compliance and disclosure interpretation addressing intrastate crowdfunding and Rule 147 of the Securities Act of 1933, as amended (the “Securities Ac...
http://www.securitieslawyer101.com/2014/sec-addresses-intrastate-crowdfunding-exemption/

Prospectus Delivery Requirements l Going Public Bootcamp

Securities Lawyer 101 Blog Under the Securities Act of 1933 as amended (the "Securites Act"), a Company that conducts an initial public offering ("IPO") including in a going public transaction must adequately disclose material information to investo...
http://www.securitieslawyer101.com/2014/prospectus/

Prospectus Delivery Requirements l Going Public Bootcamp

Securities Lawyer 101 Blog Under the Securities Act of 1933 as amended (the "Securites Act"), a Company that conducts an initial public offering ("IPO") including in a going public transaction must adequately disclose material information to investo...
http://www.securitieslawyer101.com/2014/prospectus-delivery-requirements/

What Disclosure Is Really Required For Investor Relations Firms?

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,...
http://www.securitieslawyer101.com/2014/disclosure-investor-relations/

What Disclosure Is Really Required For Investor Relations Firms?

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,...
http://www.securitieslawyer101.com/2014/disclosure-investor-relations/

Dickson Lee of L & L Energy Pleads Guilty to Securities Fraud

On September 23, 2014, Dickson Lee, former CEO of Seattle-based L & L Energy, plead guilty to two counts of securities fraud.  The plea was announced by the U.S. Attorney's Office for the Western District of Washington.  L & L was once list...
http://www.securitieslawyer101.com/2014/dickson-lee-l-l-energy-pleads-guilty-securities-fraud/

Raising Capital and Going Public Guide 2014

Securities Law 101 Blog The SEC Recently published its guide to going public and securities laws impacting small business. The guide is designed to assist small businesses with understanding the securities laws and going public process. The guide in...
http://www.securitieslawyer101.com/2014/raising-capital-and-going-public-guide/

Keeping Draft Form S-1 Registration Statements Confidential

Securities Lawyer 101 Blog The Jumpstart Our Business Startups Act (the “JOBS Act”) allows an “emerging growth company” to submit a draft of its registration statement and exhibits to the Securities and Exchange Commission (the “SEC”) ...
http://www.securitieslawyer101.com/2014/draft-registration-statements/