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    Topic search: court

  • KYLIANNE HARLEY

    What is a Wells Notice ? Securities Lawyer 101

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    Thu Aug 30 14:51:31 CEST 2018

    Securities Lawyer 101 Blog After the staff of the Securities and Exchange Commission (“SEC”) Division of Enforcement staff has completed its investigation, it may send a notice (“Wells Notice”) to the party being investigated notifying them that it intends to recommend an SEC enforcement action. Under SEC Rules, in response to a Wells Notice, the recipient is entitled to reply by providing a “Wells Submission”. A Wells Submission presents facts and arguments to persuade the SEC’s staff to n...


  • KYLIANNE HARLEY

    What Rules Apply to Investor Relations Activity?

    (Link)

    Thu Aug 30 14:47:49 CEST 2018

    Investor relations or stock promotion involves the dissemination of information about a public company to increase its stock price and trading volume. The person who publishes this information is sometimes referred to as a “Stock Promoter”. Stock Promoters engaged in investor relations use spam email, internet, direct mail newsletters, stock websites, press releases and phone rooms to increase stocks trading volume and price. While investor relations activities are not per se illegal, Stock Pr...


  • KYLIANNE HARLEY

    SEC Actions & Administrative Proceedings

    (Link)

    Wed Aug 29 17:41:34 CEST 2018

    Most public companies realize that the Securities and Exchange Commission (the “SEC”) is a law enforcement agency. Receiving an SEC subpoena is a new experience for most market participants. SEC Actions can involve a case in federal court or an administrative action. They can be informal or formal. Any SEC subpoena should be taken seriously. SEC actions can result in penalties, fines and injunctions and lead to referrals to criminal agencies. The SEC’s Enforcement Division functions as the en...


  • KYLIANNE HARLEY

    SEC Rule 10b-5 l Securities Lawyer 101

    (Link)

    Wed Aug 29 17:36:59 CEST 2018

    SEC Rule 10b-5 is the primary anti-fraud provision of the federal securities laws. It was adopted pursuant to Section 10(b) of the Securities Exchange Act of 1934 (“1934 Act”), as amended and is the primary rule used in securities fraud cases. Violations of SEC Rule 10b-5 can result in SEC civil actions and can also be the basis for criminal charges by the Justice Department. Section 10(b), makes it unlawful for any person, directly or indirectly, by use of interstate commerce, the mails, or...


  • KYLIANNE HARLEY

    The SEC Blacklists Bad Actors ln Rule 506 Offerings

    (Link)

    Wed Aug 29 17:31:38 CEST 2018

    Securities Lawyer 101 Blog On July 10, 2013, the SEC approved a rule banning the use of the Rule 506 exemption from securities registration if the issuer and bad actors had a “disqualifying event.” The new ban on bad actors becomes effective 60 days after publication in the federal register. The Rule 506 Bad Actor Blacklist The SEC’s final disqualification of bad actors in 506 offerings covers the issuer, including its predecessors and affiliated issuers, as well as: ♦ Directors a...


  • KYLIANNE HARLEY

    What Rules Apply to Investor Relations Activity?

    (Link)

    Wed Aug 29 17:05:42 CEST 2018

    Investor relations or stock promotion involves the dissemination of information about a public company to increase its stock price and trading volume. The person who publishes this information is sometimes referred to as a “Stock Promoter”. Stock Promoters engaged in investor relations use spam email, internet, direct mail newsletters, stock websites, press releases and phone rooms to increase stocks trading volume and price. While investor relations activities are not per se illegal, Stock Pr...


  • KYLIANNE HARLEY

    Form 8-K Attorneys l Securities Lawyer 101

    (Link)

    Wed Aug 29 16:42:10 CEST 2018

    Private companies going public should be familiar with the requirements of Form 8-K. Once a company completes its going public transaction and its Form S-1 is effective, it is required to comply with the SEC’s periodic reporting requirements. These requirements include the obligation to report certain material events on Form 8-K within four days of the triggering event. Current Reports on Form 8-K provide investors with current information to enable them to make informed investment decision...


  • KYLIANNE HARLEY

    Form 8-K Attorneys l Securities Lawyer 101

    (Link)

    Wed Aug 29 16:42:10 CEST 2018

    Private companies going public should be familiar with the requirements of Form 8-K. Once a company completes its going public transaction and its Form S-1 is effective, it is required to comply with the SEC’s periodic reporting requirements. These requirements include the obligation to report certain material events on Form 8-K within four days of the triggering event. Current Reports on Form 8-K provide investors with current information to enable them to make informed investment decision...


  • KYLIANNE HARLEY

    How Can I Remove a DTC Chill Or Global Lock? Securities Lawyer 101

    (Link)

    Wed Aug 29 16:19:06 CEST 2018

    Securities Lawyer 101 Blog DTC Chills and global locks continue to be a growing problem for small companies. The Depository Trust and Clear Corporation (“DTCC”), through its subsidiaries, provides clearing, settlement and information services for securities. DTCC’s subsidiary, the Depository Trust Company (“DTC”) was created to improve efficiencies and reduce risk in the clearance and settlement of securities transactions. Not all securities are eligible to be settled through DTC. Issuers ...


  • KYLIANNE HARLEY

    Dead Stock Walking | SEC Trading Suspensions of Dormant Issuers

    (Link)

    Wed Aug 29 16:16:21 CEST 2018

    In recent years, the SEC has issued trading suspensions and revoked the registration of numerous publicly traded companies. These SEC enforcement proceedings were brought under Section 12(j) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Section 12(j) authorizes the SEC to suspend or revoke registration of an SEC reporting company if it fails to comply with its obligation to file quarterly and annual reports.This authority arises from the Exchange Act, if the SEC finds ...


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