March 16, 2022 — The SEC announced charges, and a settlement of those charges with Crosby Independent School District (Crosby ISD) and its former Chief Financial Officer, Carla Merka. They were charged with misleading investors in the sale of $20 million of municipal bonds in order to pay its outstanding […]
Corp Finance
SEC’s 41st Annual Small Business Forum to Impact Capital Raising Policy
The Office of the Advocate for Small Business Capital Formation will host the Securities and Exchange Commission’s 41st Annual Government-Business Forum on Small Business Capital Formation over four virtual sessions April 4-7 from 1:00-2-30pm ET. Each… Read the Full Press Release Have a securities law question? Call New York Securities […]
Duties When Processing Transactions for Russian Elites
AdvisorHub is reporting that FINRA issued an alert on Friday warning about the compliance obligations triggered due to sanctions the U.S. government has imposed on individuals and entities in response to Russia’s invasion of Ukraine. The FINRA alert noted that following a White House Executive Order, the Department of […]
SEC Proposes Rule Amendments to Modernize Beneficial Ownership Reporting
The Securities and Exchange Commission today announced that it proposed rule amendments governing beneficial ownership reporting under Exchange Act Sections 13(d) and 13(g). The proposed amendments would update those rules to provide more timely information to meet the needs of today’s financial markets. “These amendments would update our reporting requirements […]
SEC Charges Financial Company For Fraudulent Schemes to Boost Stock Price
The SEC has charged Medallion Financial Corp., a Delaware company headquartered in New York, NY, and its President and Chief Operating Officer, Andrew Murstein of New York, NY, with illegally engaging in two schemes in an effort to reverse the company’s plummeting stock price. According to the SEC’s complaint, Medallion’s […]
SEC Proposes Amendments Regarding Rule 10b5-1 Insider Trading Plans and Related Disclosures
Rule 10b5-1 formalizes a defense that has always been available to the corporate insider accused of trading on inside information – I ordered the sale of the stock before I knew of any such information, and therefore I could not have traded on the information. Of course, the Rule, and […]
SEC Staff Issues Accounting Guidance on “Spring-Loaded” Compensation Awards to Executives
The SEC staff released guidance for companies about how to properly recognize and disclose compensation cost for “spring-loaded awards” made to executives. Spring-loaded awards are share-based compensation arrangements where a company grants stock options or other awards shortly before it announces market-moving information such as an earnings release with better-than-expected […]
SEC Adopts New Rules for Universal Proxy Cards in Contested Director Elections
The Securities and Exchange Commission today voted to adopt final rules requiring parties in a contested election to use universal proxy cards that include all director nominees presented for election at a shareholder meeting. The rule changes will give…For More information on the United States Securities Law visit Securities Law […]
SEC Modernizes Filing Fee Disclosure and Payment Methods
The Securities and Exchange Commission today adopted amendments to modernize filing fee disclosure and payment methods. Operating companies and investment companies (funds) pay filing fees when engaging in certain transactions, including registered… Read the Full Press Release Have a securities law question? Call Sallah Astarita & Cox at 212-509-6544.
Forms 3, 4 and 5
What is a Form 3? The federal securities laws require certain individuals (such as officers, directors, and those that hold more than 10% of any class of a company’s securities (“insiders”) to report purchases, sales, and holdings of their company’s securities by filing Forms 3, 4, and 5. When a […]
