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
The Securities and Exchange Commission’s Small Business Capital Formation Advisory Committee today released the agenda for its meeting on Tuesday, July 30, 2024, which will include an exploration of recent changes to the U.S. Small Business… SEC Press Release
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 Securities law is a specialized field of law encompassing various types of securities lawyers. Transactional securities lawyers assist companies with capital raising, stock ...
As part of its continuing efforts to promote diversity, equity, and inclusion with regulated entities, the Securities and Exchange Commission’s Office of Minority and Women Inclusion (OMWI) published two reports: the 2022 Diversity Assessment Report for… SEC Press Release
Deciphering Form 10-K and 10-Q
For investors aiming to understand or invest in U.S. public companies, the annual reports on Form 10-K and the quarterly reports on Form 10-Q are invaluable resources. These documents offer an in-depth view of a company’s operations, the challenges it faces, and its financial performance over the year or quarter. Additionally, they provide management’s insight ...
Lawyer Form 8-K: A Comprehensive Guide for Investors In the realm of finance, staying abreast of the latest corporate developments is crucial for investors aiming to make well-informed decisions. Whether it’s a company unveiling its quarterly earnings, another grappling with auditor concerns that might signal trouble, or a third navigating the complexities of bankruptcy, a key resource ...
Van Eck Fined for Secretly Paying Bar Stool’s David Portnoy.
The Securities and Exchange Commission announced that registered investment adviser Van Eck Associates Corporation has agreed to pay a $1.75 million civil penalty to settle charges that it failed to disclose a social media influencer’s role in the social media influencer’s role in the launch of its new exchange-traded fund (ETF). The SEC‘s press release and ...
SEC Adopts Rules to Enhance Investor Protections Relating to SPACs, Shell Companies, and Projections
Washington D.C., Jan. 24, 2024 New Rules for Investor Protections The Securities and Exchange Commission today adopted new rules and amendments to enhance disclosures and provide additional investor protection in initial public offerings (IPOs) by special purpose acquisition companies (SPACs) and in subsequent business combination transactions between SPACs and target companies (de-SPAC transactions). SPAC IPOs and de-SPAC transactions ...
Rule 506 Exemption Rule 506 of Regulation D of the Securities Act of 1933 is an exemption from the registration requirements of the Securities Act for certain private securities offerings. This rule allows issuers to raise an unlimited amount of capital from an unlimited number of accredited investors, and up to 35 non-accredited investors. Under Rule ...
SEC Issues Staff Report on Accredited Investor Definition
SEO Title: Understanding the Evolving Accredited Investor Definition: A Comprehensive SEC Report Analysis Introduction to the SEC’s Review of Accredited Investors The SEC has released an in-depth staff report concerning the definition of an accredited investor. This action aligns with the Dodd-Frank Wall Street Reform and Consumer Protection Act mandates, which stipulates a periodic review of this ...
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 ...
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.
Follow us on Twitter, Facebook and The Securities Law Blog .
Mark Astarita is a nationally recognized securities attorney, who represents investors, financial professionals and firms in securities litigation, arbitration and regulatory matters, including SEC and FINRA investigations and enforcement proceedings.
He is a partner in the national securities law firm Sallah Astarita & Cox, LLC, and the founder of The Securities Law Home Page - SECLaw.com, which was one of the first legal topic sites on the Internet. It went online in 1995 and is updated daily with news, commentary and securities law related links.
