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.

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.

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”).

Fund Manager Brian Callahan Pleads Guilty In $96 Million Ponzi Scheme

On April 29, 2014, Brian Callahan pleaded guilty to one count of securities fraud and one count of wire fraud for operating a $96 million Ponzi scheme through his various

Reverse Mergers l The Game Changers

Shell brokers continue to tout the virtues of reverse merger transactions, despite recent rule changes that eliminate many if not all of the benefits once conferred by them. Seeking to persuade clients to use their services, these promoters often securities lawyers hark back to the glory days of the reverse

Contemporaneous Private & Public Offerings l By Brenda Hamilton Attorney

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 an issuer can raise capital privately while a registration statement is pending for a public offering.

The integration doctrine under was created to prevent companies from improperly avoiding

Form 3, 4 & 5 Filing Requirements l By: Brenda Hamilton Attorney

Upon completion of a going public transaction, officers, directors and certain shareholders have new rules and regulations they must comply with. These include the filing of beneficial ownership reports on Forms 3, 4 & 5. Each officer, director and 10% shareholder of a company with a class of securities registered under the Securities Act of 1934 must file a Form 3 disclosing the number of shares of the public company’s common stock he or she beneficially holdss.

The SEC’s Electronic Data Gathering and Retrieval System

Most documents filed with the Securities and Exchange Commission (the “SEC”), are required to be filed electronically using the SEC’s Electronic Data Gathering and Retrieval system (“EDGAR”). Additionally, public companies filing on EDGAR must tag their financial data using

Securities Attorneys Gone Wild l John Briner

On February 3, 2014, the Securities and Exchange Commission (the “SEC”) announced the filing of stop order proceedings against 20 purported mining companies for providing false information in their registration statements. Of the 20 registration statements, 18 were opined upon by the same attorney, Diane Dalmy, who is the subject of a pending SEC proceeding. Additionally, in June and July of last year, 17 of these 20 issuers subject to the registration

Donna Levy Sentenced

On February 19, 2014, Donna Levy was was sentenced to 60 months in connection with her conviction for Conspiracy to Commit Securities Fraud and Manipulation for Hire on Counts and 66 months for Securities Fraud concerning Banneker, Cardiac Networks to run concurrently. In criminal cases when

DTC Chills: A Big Conspiracy or Fraud l Securities Lawyer 101Blog

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 eligibility, it is almost impossible for an issuer to establish an active market in its stock. Issuers must satisfy specific criteria

OTC Markets Reporting l Securities Lawyer 101

Unlike securities listed on stock exchanges such as NASDAQ or the NYSE, securities may trade through the OTCMarkets interdealer quotation system whether they are Securities and Exchange Commission (“SEC”) reporting issuer or not.

There are three reporting standards for companies quoted

Direct Public Offerings l Registration Statements l Securities Lawyer 101

Private companies seeking to go public often use a direct public offering (“Direct Public Offering”).  Unlike an Initial Public Offering (“IPO”), a Direct Public Offering allows an

SEC Registration Statement Attorney l 2014 Q & A l Securities Lawyer 101

The new rules under the JOBS Act have increased interest in going public transactions and SEC registration statements as part of the capital raising process.  This blog post addresses some of the most common questions we are asked as registration statement attorneys about Form S-1 and direct public offerings..

Use of Form S-1 Proceeds In SEC Registration Statements l Securities Lawyer 101

Companies going public have several options in how to structure their transaction when registering securities with the Securities and Exchange Commission (“SEC”).  They can seek to raise capital using the registration or they can simply register shares on behalf of existing shareholders.  If the

SEC Settles Securities Fraud Charges Against Alexander Mascioli After Winnebago Offer

On March 19, 2014, the Securities and Exchange Commission (the “SEC”) filed settled securities fraud charges in the United States District Court for the District of Connecticut against Alexander H.G. Mascioli and his alter-ego, purported hedge fund, North Street Capital, LP (“NSC”).