What is a Form 3? The federal securities laws require certain individuals (such as officers, directors, and those that hold more than 10% of any class of a company’s securities (“insiders”) to report purchases, sales, and holdings of their company’s securities by filing Forms 3, 4, and 5. When a […]
Corp Finance
EDGAR – The SEC Public Company Database
EDGAR—The Electronic Data Gathering, Analysis, and Retrieval system is a database system used by the SEC that requires all public companies and certain individuals to submit required, time-sensitive documents to the U.S. Securities and Exchange Commission. The database is a trove of information regarding public companies, their financials, quarterly filings, […]
CoinBase Plan May Be A Security
The CoinBase Wells Notice is creating quite a stir. My original comments are here, but more information has come to light. It appears from other comments that the CoinBase Lend program is not simply a loan by depositors to others. According to other posts, CoinBase is planning on pooling the […]
Reverse Stock Splits Explained
New investors are often confused by a reverse stock split. Simply put, a reverse stock split reduces the number of outstanding shares of the company, thereby increasing value of the individual shares. Think of it as the reverse of the typical stock split, where an investor receives X number of […]
What is an Exempt Transaction
As it relates to the United States securities law, an exempt transaction is simply a transaction for which registration is not required. To put this in context, virtually any time someone invests money, a securities transaction is involved, and all securities transactions require registration with the government, unless exempt. There […]
Can a Non-Citizen Be An Accredited Investor?
There is no residency or citizenship requirement in the definition of an accredited investor. Many entities and individuals are accredited investors. Rule 501 of Regulation D defines the term. For individuals, accredited investors include: Any director, executive officer, or general partner of the issuer of the securities being offered or sold, or any director, executive officer, […]
What is Blue Sky Law?
The term Blue Sky Law refers to the laws and regulations of the individual states regarding the registration of securities, brokerage firms and investment advisers. While the most well known securities laws are the federal laws, each state has its own rules and regulations. The blue sky laws of each […]
Securities Law Blog Roundup
Blog Roundup: The latest posts from securities law related blogs: SECLaw.com: Business Law Professor: 10b-5 Daily: Related Sites The Securities Law Blog Securities Lawyer
Securiteis Fraud Charges in 45 Million Fraudulent Scheme
The Securities and Exchange Commission today charged seven individuals and a technology company in connection with a fraudulent scheme to gain control of Airborne Wireless Network, promote its stock, and defraud investors. According to the SEC’s complaint, Kalistratos “Kelly” Kabilafkas secretly purchased essentially all the outstanding stock of the shell […]
$119 Million Securities Fraud Targeting South Asian American Community
The Securities and Exchange Commission today announced that it filed an emergency action against California-based real estate development company SiliconSage Builders LLC, aka Silicon Sage Builders, and its sole owner, Sanjeev Acharya, in connection with an alleged $119 million fraudulent offering. According to the SEC’s complaint, Silicon Sage Builders and […]
