Sponsored by Mark J. Astarita, Esq. – representing brokers and investors in securities and employment disputes for over 30 years. Have a securities law question? Call his office today – 212-509-6544 or email him
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.
Securities Arbitration Overview – The ultimate primer on securities arbitration, authored by Mark J. Astarita, Esq., a New York securities attorney who has represented parties to securities arbitrations in virtually every major city for 30 years. An excellent introduction to the process.
Look Inside an Arbitration Hearing – arbitrations are private, and the unknown is frequently a cause for concern. Exactly what happens at an arbitration hearing? An insider look by nationally recognized securities arbitration attorney Mark J. Astarita.
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.
Insider Trading – there is legal insider trading and illegal insider trading. Both can be profitable, but the illegal version comes with significant penalties.
Recommended Books
Investing for Dummies– Don’t let the title fool you, this is an excellent introduction to investing. “Investing for your future is wise and essential. Of course, you want to make solid investment choices and minimize mistakes. This updated, best-selling guide educates you on investing concepts and lingo so you can make the best decisions in all economies and markets. Understanding how to find and make smart investments is a skill that can be learned, and this book by money-pro Eric Tyson will help you by discovering how to weigh risk vs. return, offering tips on choosing stocks and funds, getting started in real estate and small business, and so much more.”
Personal Finance For Dummies – From Amazon – “Personal Finance for Dummies offers sound and practical advice for those who want to get control over their personal financial lives. Author Eric Tyson points out the most common mistakes that we all make in our approach to money and prescribes ways to save and invest for a secure future. Using worksheets, the book helps you to measure your own financial health by looking at factors such as how much debt you carry, your savings rate, as well as investment and insurance checkups. The book looks at how you should invest your retirement account, approach taxes, and provides a good overview on how to buy real estate.”
Mutual Funds For Dummies, April 2016 edition – “With straightforward advice and a plethora of specific up-to-date fund recommendations, personal finance expert Eric Tyson helps you avoid fund-investing pitfalls and maximize your chances of success. This revised edition features expanded coverage of ETFs, fund alternatives, and research methods Tyson provides his time-tested investing advice, as well as updates to his fund recommendations and coverage of tax law, changes Sample fund portfolios and updated forms show you exactly how to accomplish your financial goals.”
Featured Articles
Introduction to the Federal Securities Laws -an introduction to the laws which govern the purchase and sale of securities in the United States, including the Securities Act of 1933 and the Securities Exchange Act of 1934
Introduction to the Blue Sky Laws (State Securities Laws) – each state has its own securities laws, rules and regulations. This article provides an overview of the function and purpose of those state laws, known as “blue sky laws.”
Introduction to Private Placements – hedge funds and private equity funds take in investors’ money through a private placement. Such offerings are exempt from the registration process for offering securities for sale, provided the rules are followed. A description of the exemption and the private placement process.
Recent Blog Posts
By Building Wealth, Investors Power U.S. Economy
How Investing Fuels the U.S. Economy and Builds Your Financial Future The SEC Shines a Light on Investing During National Financial Literacy Month Each April, the U.S. Securities and Exchange Commission (SEC), through its Office of Investor Education and Advocacy (OIEA), uses National Financial Literacy Month to spotlight the critical role investing plays—not only in shaping a ...
A Ponzi scheme is a fraudulent investment operation. The operator, either an individual or organization, pays returns to its investors from new capital. This capital is paid by new investors. The returns are not from profit earned by the operator. Operators of Ponzi schemes usually entice new investors by offering higher returns than other investments. ...
SEC Extends Compliance Dates for Amendments to Investment Company Names Rule
SEC Grants Six-Month Extension for Fund Name Compliance Deadlines Washington, D.C., March 14, 2025 – The Securities and Exchange Commission (SEC) has announced a six-month extension for compliance with the Investment Company Act “Names Rule” amendments. Originally adopted in September 2023, these amendments aim to prevent misleading fund names that misrepresent investment strategies and associated risks. New ...
Tips for a Successful Securities Mediation
Tips for a Successful Securities Mediation Securities arbitration is a proven method for resolving disputes in the securities industry. It is a quicker and more cost-effective alternative to traditional court proceedings. With increasing frequency, investors and advisors are turning to mediation to make the process even more effective. Mediation is a form of alternative dispute resolution that ...
SEC Seeks Candidates for Membership on the Investor Advisory Committee
The Securities and Exchange Commission is seeking candidates for appointment as members of the SEC’s Investor Advisory Committee, which was established by the Dodd-Frank Wall Street Reform and Consumer Protection Act to help protect investors and improve… SEC Press Release
What Happens If I Ignore an SEC Subpoena?
Anyone who follows our blog or website knows one thing. The SEC Enforcement Division is getting tougher on financial firms. They are also getting tougher on 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 ...
SEC Charges Multiple Individuals and Entities in Relationship Investment Scams
By Mark J. Astarita, Esq. SEC Charges in Crypto Fraud Cases: NanoBit and CoinW6 Scams Unveiled Despite my decades of representing investors, financial professionals, and their firms, there is a case that surprises me every so often. This case starts like many others. The SEC filed a case against five entities and three individuals connected to two major ...
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 ...
SEC Charges Three New Yorkers for Raising More Than $184 Million Through Pre-IPO Fraud Schemes
Washington D.C., June 7, 2024 — The Securities and Exchange Commission (SEC) has charged three individuals with fraud for selling unregistered membership interests in LLCs claiming to invest in pre-IPO company shares. Initially, these sales were made on behalf of StraightPath Venture Partners LLC, which was the subject of the Commission’s emergency action in May ...
SEC Releases Comprehensive Investment Adviser Statistics Report
May 15, 2024 — The SEC staff has released a new report on Investment Adviser Statistics. This report, based on aggregated data filed by investment advisers on Form ADV, will be updated annually. It provides the public with valuable insights into the investment advisory industry, covering aspects such as business activities, client composition, and the ...
Featured Articles
Customer Claims in Arbitration
I have been representing customers and brokers in securities arbitration matters since 1982. In those 35 years I have handled over 700 securities arbitration cases. Since securities arbitration is such a large part of my practice, I also survey all of the arbitration awards that are entered in matters across the country, write columns for investors and brokers on the topic, and stay well informed on developments in this unique area of law. Today, FINRA administers virtually all of the securities arbitration disputes in this country, with the AAA and JAMS handing the remainder. From my work, and my review of the statistical summaries published by FINRA it is clear that investment disputes fall into very well-defined categories. Naturally, the type of cases that are filed is a function of the market. Not only are there fewer arbitrations when the markets are doing well, economic factors create different types of claims. For example, when Internet stocks fell in April 2000, the arbitration forums saw a significant increase in arbitration filings, and the emergence of a new category of claim, for over-concentration, or failure to diversify. As the markets improved in 2003, through 2007, we saw a sharp decrease in the number of arbitration ...
Expungement of Customer Complaints
You can remove derogatory reports from your CRD Report. Call 212-509-6544 to discuss the process with a securities law attorney. The problems associated with FINRA‘s CRD Disclosure System are well known to visitors to SECLaw.com, as we have written about the issue a number of times. The concept of disclosing every allegation, justified or not, against a registered person, to anyone who cared to ask, is unheard of in our system of justice. The addition of BrokerCheck, where the information is available to anyone with an Internet connection has made the situation intolerable. For that reason, we are often asked to file an expungement request with FINRA, to remove unwarranted items from the CRD system The interests of investor protection overrode the concepts of fundamental fairness and due process for brokers, and today there is full disclosure of every wart, pimple and untrue allegation made against a broker. Not fair to the broker, but of a theoretical benefit to the investing public. Part of the problem are customer arbitrations. Customers can file an arbitration against a broker for anything, at virtually no cost to the customer. They can say anything they want, it doesn’t cost them anything, and there is no penalty for ...
Insider Trading – The Legal and Illegal
Illegal insider trading is a serious securities law violation that carries potential civil and criminal penalties. Civilly, the penalties can be as large as three times the gross profit on the trading. An insider trading investigation by the SEC requires experienced securities counsel, as the initial investigation often dictates the final outcome. If you have questions regarding an SEC subpoena or an investigation, call Mark Astarita, Esq. at 212-509-6544. Mark and his partners have decades of securities litigation experience as SEC Staff attorneys, and broker-dealer attorneys. Insider Trading Definition “Insider trading” is a term that most investors have heard and usually associate with illegal conduct. Recent government actions, including the criminal case against Martha Stewart, have enforced that view. However, Martha Stewart was not convicted of insider trading; she was convicted for obstruction – lying to the SEC There is no statutory definition of “insider trading.” As defined by the courts, it refers to purchasing or selling a security while in possession of material, non-public information concerning that security, where the information is obtained from a breach of fiduciary duty or a duty arising from a relationship of trust or confidence. When we think of illegal insider trading, we think of a company’s executives, ...
Mark Astarita, Esq. is a nationally recognized securities attorney who represents investors, financial professionals, issuers and financial firms in a wide variety of matters involving federal and state securities laws. He can be reached at mja@sallahlaw.com. The state securities laws and the regulatory scheme has not changed much since 2001 when I published the first version of this Blue Sky Law introduction. While the SEC directly, and through its oversight of the FINRA and the various Exchanges, is the main enforcer of the nation’s securities laws, each individual state has its own securities laws and rules. These state rules are known as “Blue Sky Laws”. What Are Blue Sky Laws? Blue sky laws are state regulations established as safeguards for investors against securities fraud. The laws, which may vary by state, typically require sellers of new issues to register their offerings and provide financial details of the deal and the entities involved. As a result, investors have a wealth of verifiable information on which to base their judgment and investment decisions. Why “Blue Sky” laws The origin of the term is a bit unclear, but the first use of the term that we are aware of is in an opinion of Justice McKenna of the United States ...
Finders Explained – Be Careful
A question I am often asked is what is the definition of a finder, or questions that lead to that question. The issue arises when an unregistered person or entity introduces investors to an issuer and seeks to obtain payment based on the investment made by the investor. The problem is, that in many instances, the introducing party is acting in a manner that requires registration as a broker or a dealer, and thus must be registered in order to accept compensation for the introduction to the investor. The issues of finders and compensation are currently a “hot” topic for securities regulators, and the issue is in great flux today. It is, therefore difficult to describe finders in a general way that is helpful because the answer in a particular case will turn on the particular facts. One small factual change, and the answer changes. General Definition of a Finder Addressing the issue GENERALLY, he does not have to register if the finder is only a finder. Being a finder means that he only introduces; he does not discuss, negotiate, or get involved in the transaction. However, the SEC may take a different view of “discuss” or “get involved” than you do. Statutes and ...
Compliance with securities regulations is only the beginning By Mark J. Astarita, Esq. Introduction Cold calling is a method of marketing a service or product by calling prospective clients “cold” – that is, without an introduction, to determine if the potential client has a need for, or interest in, the caller’s product. Cold calling has a long history in the brokerage community, and while having a poor reputation, is a legitimate and valuable marketing tool for brokerage firms, and provides a legitimate source of information for customers, provided the tool is not abused. However, there have been abuses, inside and outside the brokerage industry, of the cold calling procedure. Most of the complaints regarding the procedure have arisen outside the industry, and relate to the time of day that the calls are made, the use of automated dialers and similar technological “advances” in the telecommunications industry, as well as outright fraud. While these complaints have focused on non-brokerage industry firms and practices, the regulations regarding same effect the brokerage industry. The Basic Regulations and Rules In accordance with the Telephone Consumer Protection Act of 1991, the Federal Communications Commission (FCC) issued a cold-calling rule. The rule establishes procedures to eliminate unwanted telephone solicitations to residences ...
Churning claims dominated the securities arbitration landscape in the 2000’s, but have declined over the years, as the trading mania waned. As the markets improved, we have begun to see a resurgence of churning claims again. The common perception among the general public is that a customer who trades his or her account on a regular basis is a broker’s dream. While the commissions generated by such activity might very well enhance a broker’s payout, the activity could very easily turn into a broker’s nightmare if not carefully monitored. Churning Churning is excessive trading in a customer’s account by a broker taken in the context of the customer’s financial situation and investment objectives. While no one test is available to determine if an account has been churned, churning requires three elements, first, excessive trading, and second, control of the account by the Registered Representative, and three, intent to defraud the customer. The intent element is difficult to prove, but will typically be proven by establishment of the first two elements. The problem with customers who trade heavily with a retail broker is that the broker may later be subjected to a claim for churning, if the trading does not turn out to be profitable. ...
By Mark Astarita Being the subject, target, or even a witness in an SEC or a FINRA investigation is not a pleasant experience. As I discussed in my column “When the SEC Comes Calling” a financial professional’s involvement in a regulatory investigation or proceeding is extremely serious, and can be a career busting event. Receiving a Wells Notice could be worse. Interested readers should also read Tips for Responding to an SEC Subpoena. Be Prepared While careful preparation and use of experienced counsel is the key to a successful outcome, prospective defendants (who are called respondents in these types of proceedings) have a valuable tool in their arsenal when dealing with the regulators – the Wells Submission. My partners and I have been involved in hundreds of investigations with FINRA and the SEC. While we are often able to head off an investigation before we reach the Wells Notice stage, we have made countless wells submissions. If you have an SEC or an 8210 Request from FINRA, call us before you respond. We may be able to save you time, and your license. Wells Notice The process starts with a Wells Notice – a notification from a regulator that it intends to recommend that enforcement ...
How Long Does an SEC Investigation Take?
SEC investigations can be a harrowing experience for the witness as well as the targets. One of the first questions my clients ask when faced with a subpoena from the SEC is how long is this going to take? While I hate to give the typical lawyer answer, that answer is, “it depends.” Mark J. Astarita, Esq. is a national securities attorney with over 30 years of experience representing investors, traders, and financial professionals in SEC investigations, administrative proceedings, and court injunctive actions. For a free consultation regarding a securities law issue, email him at mja@sallahlaw.com It depends on the case. Investigations, where the SEC believes there is ongoing harm, can be in court in a matter of days. In fact, some investigations move to court before the target is even aware of the investigation. But that is rare, and it is hard to say how long an investigation takes. All SEC investigations are conducted privately. Investigators attempt to obtain facts and evidence, first through informal inquiries, then by examining brokerage records, and reviewing trading data, and then by serving subpoenas for documents, and ultimately testimony. Five Year Statute of Limitations? In theory, there is a statutory requirement that the SEC is required to bring an ...
Securities Lawyer Mark J. Astarita’s Significant Matters
Obtained decision from FINRA’s National Adjudicatory Council which reversed a hearing Panel’s findings of violation, vacated all sanctions and dismissed the complaint. Successfully defended broker-dealer in arbitration with hedge fund claiming 5 million dollars in losses for misrepresentations regarding firm’s abilities, platform, and expertise. Zero award for the Claimant. Obtained six-figure award for broker against wirehouse for breach of contract, misrepresentations, fraudulent inducement, and unjust enrichment Successfully defended regional brokerage firm in customer claim for unsuitability, inadequate due diligence Negotiated favorable settlement for broker and firm of claims by an octogenarian for allegedly unsuitable variable life insurance policy, and obtained expungement of the arbitration with a finding that the transaction was suitable and that the claimant was fully informed of the risks of the investment. Successfully defended and obtained a denial of a claim by a CPA customer against a broker-dealer, where the customer claimed unsuitability, breach of fiduciary duty, fraudulent misrepresentation, failure to supervise, respondeat superior, negligent misrepresentation, unauthorized trading, negligence, fraud, and control person liability. Complete denial of all claims Obtained an award of attorney’s fees and compensation for a broker against a brokerage firm for filing a false and malicious U-5. Obtained a full dismissal of a wire houses’ claims against a broker for ...
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Investor Bookstore
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Past Articles and Commentary
Every month The Securities Law Home Page brings together commentary and updates from securities law practitioners and regulators. Past articles are collected here in chronological order, or simply search for the topic you are interested in.
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Sallah Astarita & Cox, LLC - Securities Litigation Attorneys - former SEC Staff Attorneys and Brokerage Firm Counsel representing issuers, advisors and investors nationwide in securities investigations, disputes, and arbitrations, nationwide. Call 212-509-6544.
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.
