As you might have heard, the Republicans have unveiled a plan to dramatically revamp or even repeal the Dodd-Frank Act. The Democrats on the House Financial Services Committee are fighting back by trying to sway public opinion away from repeal or reform. What do you think?  Should Congress repeal Dodd-Frank? You can vote on Twitter…

The Securities Act of 1933 has the following liability provisions: Section 11(a) imposes liability “in case any part of the registration statement, when such part became effective, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not…

Since its enactment, issuers—from the smallest start-ups to the largest investments and hedge funds—have used Rule 506 under the Securities Act of 1933 in the sale of securities. The Rule, which is the most widely used exemption from the registration requirements of the Act, generally allows issuers to sell an unlimited amount of securities to…

Depending on who you ask, the U.S. Securities and Exchange Commission is either a trigger-happy agency looking to bring the hammer down on business owners or a toothless entity with little to no enforcement power. Of course, as most corporate securities lawyers will tell you, the truth lies somewhere in the middle. Unfortunately, all too…

Mutual fund investors are like anyone else—they find their time consumed by jobs, family obligations, and the myriad of other priorities we face in today’s world.  They are lucky if they can make it to the gym in their spare time.  So, to expect most investors to closely follow the performance of their fund investments,…

What is a Ponzi Scheme? A Ponzi scheme is an investment fraud that pays existing investors with funds collected from new investors. Ponzi scheme organizers often promise to invest your money and generate high returns with little or no risk. But in many Ponzi schemes, the fraudsters do not invest the money. Instead, they use…

In case you are wondering whether to bribe government officials to get government contracts, the answer is almost always “no.”  The Foreign Corrupt Practices Act (“FCPA”) makes it unlawful for U.S. businesses and individuals (and foreign private issuers) to make payments to foreign government officials to assist in obtaining or retaining business. Specifically, the anti-bribery…

Last week, in my groupie fan-club review of Commissioner Luis Aguilar’s best speeches, I chose his December 17, 2014 speech where he proposed updates to the rules regarding transfer agents as his “greatest speech ever.”  A bold prediction if I do say so myself. Especially considering I haven’t read all of his speeches (Commissioner Aguilar,…

How a Corporation Issues Additional Shares As securities attorneys, we have assisted many corporations to raise capital through both a private and public offering of shares.  In our experience, this is how a corporation issues additional shares to their employees and/or to the public market. A corporation will most likely decide to issue additional shares…

Testimony Before the Subcommittee on Securities, Insurance, and Investment Stephen Luparello Vice Chairman DECEMBER 14, 2011 December 14, 2011 Chairman Reed, Ranking Member Crapo and Members of the Subcommittee: I am Steve Luparello, Vice Chairman of the Financial Industry Regulatory Authority, or FINRA. On behalf of FINRA, I would like to thank you for the…

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