I have come across so many people who are professional “capital raisers” or people who find startups with investor funds and then get a commission from the company depending on how much they bring in.  When you go to FINRA’s BrokerCheck website, you realize that they aren’t actually licensed brokers but illegal finders.  A few…

Regulation Crowdfunding Rules Part II: What Companies Raising Capital Must Disclose This blog post is the latest in a series of blog posts about Regulation Crowdfunding. Part I is linked here.  If you have any questions about crowdfunding, capital raises, or funding portals email gil@bradshawlawgroup.com or call (917) 830-6517 and we will give you a…

DWAC stands for Deposit/Withdrawal at Custodian.  It is an electronic transaction system run by  The Depository Trust Company (DTC) that makes it possible to transfer new shares or paper share certificates between broker/dealers or custodial banks, the DTC participants, and the issuer’s transfer agent.  The DTC is, thus, “a clearinghouse settling trades in corporate and…

A transfer agent is an agency, usually a bank, that keeps track of the individuals and entities that own the stock and bonds of a corporation.  Sometimes a corporation will act as its own transfer agent. The role of a transfer agent is divided into three general categories: issuing and canceling certificates, acting as an…

Tacking can be a complicated analysis and must be reviewed in light of all of the facts and circumstances. Generally, the “tacking” concept of Rule 144 permits a holder of restricted securities to aggregate the separate holding periods of prior owners of the restricted securities in order to satisfy the holder’s applicable holding period requirement….

After a month-long trial, Michael Steinberg, a senior employee of SAC Capital was convicted of four counts of securities fraud and one count of conspiracy.  The SEC is going after Steven A. Cohen who denies any wrongdoing.  The SEC is going after other employees at SAC Capital until they have built up a stronger case…

The Securities and Exchange Commission released a statement on Tuesday saying that five federal agencies jointly developed Section 619 of the Dodd-Frank Wall Street Reform Act (commonly known as the “Volcker Rule” Khan Academy has a pretty good background of origins of basic securities regulation). DealBook gives an interesting summary of each of the regulating…

The Securities and Exchange Commission Charged Merrill Lynch today  with making faulty disclosures about collateral selection for two collateralized debt obligations (CDO) that it structured and marketed to investors, and maintaining inaccurate books and records for a third CDO. The SEC’s Press Release States that, “Keeping adequate books and records is not an elective requirement of the…