Corporate Finance, the raising of capital, is a significant part of the United States Securities Laws.
Introductory Materials
Federal Securities Laws -introduction and overview of the cases and statutes that comprise the United States securities laws. Insider trading, stock manipulation, and more.
Blue Sky Laws (State Securities Laws) – introduction and overview of the securities laws of the various states, how they interact with the federal laws, plus links to all of the state securities administrators, statutes and regulations.
Initial Public Offering Process – going public is only one method of raising capital.
Private Placements – raising capital privately is often the preferred method for many companies, but the process must be carefully managed. With less registration requirements comes more regulation in order to maintain the registration exemption.
Featured Books:
Hedge Fund Disclosure Documents Line by Line: A User’s Guide to Private Placement Memoranda for Funds Formed as Limited Liability Companies – a walkthrough of a private placement memorandum for a hedge fund, but the concepts are applicable to any private placement memorandum.
Regulation of Securities: Sec Compliance and Practice – Securities compliance handbook for public companies, and those responsible for their compliance issues. This is not an academic treatise, it provides straightforward answers to real-world questions.
Recent Blog Posts
Linus Financial Agrees to Settle SEC Charges of Unregistered Offer and Sale of Securities
In the appropriate case in our securities defense practice, we sometimes advise clients to self-report a violation and the client’s efforts to correct the violation. The rationale is that the SEC views self-reporting in a positive light when determining sanctions, and the reporting can avoid lengthy and costly investigations and litigation. Linus Financial took steps ...
Rule 147: The Intrastate Exemption Explained
Section 3(a)(11) of the Securities Act of 1933, Rule 147, the “intrastate offering exemption,” grants relief from the registration requirements of the Securities Act for securities that are offered and sold exclusively to individuals residing within a single State or Territory. To qualify for this exemption, the issuer of the security must be a resident ...
SEC Obtains Emergency Relief to Halt Pre-IPO Stock Fraud Scheme by Unregistered Broker-Dealer
SEC Obtains Preliminary Injunction and Asset Freeze Against Legend Venture Partners Introduction In a significant development, the Securities and Exchange Commission (SEC) has taken decisive action against Legend Venture Partners LLC, an unregistered broker-dealer based in New York City. The SEC’s move comes in response to the discovery of a fraudulent scheme involving the sale of interests ...
SEC Charges Audit Firm Marcum LLP for Widespread Quality Control Deficiencies
Marcum LLP Faces SEC Charges for Audit Quality Control Failures In a significant development, audit firm Marcum LLP has come under scrutiny by the Securities and Exchange Commission (SEC) for its systemic quality control failures and violations of audit standards. The charges are particularly related to its audit work for numerous special purpose acquisition company (SPAC) ...
What Does a Securities Lawyer Do?
Mark J. Astarita, Esq. is a nationally recognized securities attorney, representing clients in securities investigations, arbitrations and litigation matters across the country. You can contact him at 212-509-6544 or by email at mja@sallahlaw.com While securities law is itself a specialized field of law, there is more than one type of securities lawyer. There are transactional securities ...
On March 3, 2023, the Securities and Exchange Commission (SEC) charged Silver Edge Financial LLC, Equity Acquisition Company Ltd. (EAC), their owners, and sales staff with unregistered broker-dealer activity related to their sales of interests in shares of various pre-IPO companies. In this article, we will discuss the details of the case and its implications. The ...
Going public is an exciting milestone for any company. It is a crucial step that brings with it a lot of advantages and opportunities, such as access to new capital, increased visibility, and enhanced credibility. However, the process of going public can be quite complex and challenging. In this article, we will explore some of ...
SEC Proposes Rule to Prohibit Conflicts of Interest in Certain Securitizations
Jan. 25, 2023 — The SEC today proposed a rule to implement Section 27B of the Securities Act of 1933, a provision added by Section 621 of the Dodd-Frank Act. The rule is intended to prevent the sale of asset-backed securities (ABS) that are tainted by material conflicts of interest. Specifically, the rule would prohibit securitization ...
What Happens If I Ignore an SEC Subpoena?
Anyone who follows our blog or website knows that the SEC Enforcement Division is getting tougher on financial firms, investors, and issuers. When you are served with an SEC subpoena, you know that they are not fun to deal with. But you must deal with it. Even if you don’t know or didn’t commit a securities law violation, you need ...
Regulation CF Equity Crowdfunding
What is Regulation CF? Regulation CF’s crowdfunding rules are in Section 4(a)(6) of the Securities Act. It allows startups and small businesses to use the internet to raise capital through equity investments from a large number of investors. Regulation CF is available for offerings up to $1 million, giving accredited and non-accredited investors alike an accessible ...
Featured Commentary
The penny stock market has the potential for significant profits, and of course, significant losses. Investing in start-ups and small companies is speculative, and high risk, but has an allure for ...
The Delaward Corporate and Commercial LItigation Blog has an interesting post regarding this decision, with a link to the 110-page decision which awarded damages over breach of fiduciary duty relat...
Interesting analysis of how serving shareholders intead of your business model can ruin your company - How the IPO Ruined Google
From the SEC:
Mark J. Astarita, Esq. is a securities lawyer who represents investors, financial professionals and firms in litigation, arbitration and regulatory matters across the country. He is a partner in the national securities law firm of Sallah Astarita & Cox, LLC and can be reached by email at mja@sallahlaw.com or by phone at 212-509-6544.
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