Securities Blog

On November 29, 2018, the Securities and Exchange Commission (“SEC”) charged two celebrities with unlawfully touting initial coin offerings (“ICOs”). This is the first time that the SEC has brought touting violation charges involving ICOs. Professional boxer, Floyd Mayweather Jr. and music producer Khaled Khaled, commonly known as DJ Khaled, each received cease and desistorderswith…

General Solicitation is the act of marketing a capital raise publicly. Rule 506(b) of Regulation D prohibits using general solicitation to market securities. General solicitation is undefined in the statutes or rules, and the Securities and Exchange Commission (SEC) takes a case by case approach. A typical example of general solicitation is telling potential investors…

Regulation D’s Rule 504 and Rule 506 grant exemptions from registration if different requirements are met. Rule 504 Rule 504 of Regulation D provides an exemption from registration for a 12-month period on the offer and sale of up to $5,000,000.Rule 504 permits general offerings and solicitations so long as they are restricted to accredited…

The 2017 Tax Cuts and Jobs Act established a section of the tax code that allows taxpayers to utilize a new investment vehicle called Opportunity Funds, in an effort to bring resources to low income communities known as Opportunity Zones. What is an Opportunity Zone? The Internal Revenue Service (“IRS”) describes the Opportunity Zones as…

Part 1: What is an Opportunity Zone? The 2017 Tax Cuts and Jobs Act established a section of the tax code that allows taxpayers to utilize a new investment vehicle called “Opportunity Funds”, in an effort to bring resources to low income communities known as Opportunity Zones. What is an Opportunity Zone? The Internal Revenue…

Preparing a Private Placement Memorandum(PPM) that provides full and fair disclosure of the material aspects of the offering is recommended when offering and selling a Regulation D investment. General solicitation includes websites, blast emails, and social networking media that can be viewed or accessed by the public. Thus, PPMs should not be made available on…

There are two different settings in which securities transactions occur. The first, the seller of securities trying to sell to investors to try and raise capital for their company. The second setting is a buy-sale transaction that happens when investors have already purchased securities and want to trade them. Regardless of the setting in which…

What to do When You Are Flagged by the SEC and Receive an SEC Subpoena By Whitney De Agostini, Esq. April 1, 2019 You are literally minding your business when you are slapped with a subpoena or inquiry from the SEC. Why is the SEC investigating me, and what happens now? The SEC reached out…

The Securities and Exchange Commission (“SEC”) charged a public company promoter and his company with conducting a scheme to manipulate trading in at least 97 penny stocks. According to the SEC’s complaint filed November 28, 2018, Eric Landis arranged with third party advertisers forpublicly traded, small, often relatively infrequently traded, companies (“microcap” companies) to distribute…

Alexis King On February 14, 1975, Commissioner of Corporations of the State of California, Willie R. Barnes, issued a release on Repurchase Offers that commented on Section 25507 (b) of the Corporate Securities Law of 1968.(link to release)This release also discussed Rule 260.507 of the California Code of Regulations in the context of the rule’s…