Banking and Finance Law Articles

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The Distinction between Rule 506(C) and Crowdfunding

  September 9, 2013     By Hamilton & Associates, P.A.
The JOBS Act’s new rules permitting general solicitation and advertising in Rule 506 private placements will become effective on September 23, and there is still some confusion about the difference between crowdfunding and general solicitation and advertising in Rule 506(c) offerings.

What is Money Laundering and Why is It Illegal

  September 3, 2013     By HG.org
A common topic on spy shows and mobster movies, money laundering may be an unclear concept for many. What is it? Is it illegal? If so, why? What are the elements of this crime?

The Opportunities Behind Angel Investments in Turkey

  September 2, 2013     By Herdem Attorneys at Law
When Turkey first acquainted with franchising system, it was 1991. From that day to this, Turkey's economic perspective was entirely amended and currently ranked as the world's 17thlargest economy regarding GDP all over the world and converted into an integrated emerging market with a growing financial system.

Rule 506 l General Solicitation Countdown

  August 30, 2013     By Hamilton & Associates, P.A.
Rule 506(c) will become effective in less than a month, on September 23, 2013. The rule fundamentally changes how private placements will be conducted, by allowing issuers to engage in general solicitation and advertising if specific requirements are met. The SEC has confirmed that the Rule 506(c) exemption will not be forgiving for issuers who engage in general solicitation but fail to comply with its requirements.

Bad Actor Ban l General Solicitation Countdown

  August 30, 2013     By Hamilton & Associates, P.A.
Companies seeking to raise capital through the sale of securities must either register the securities offering with the SEC or rely on an exemption from registration. Rule 506 of Regulation D is the most widely-used exemption from registration.

Smooth Sailing for General Solicitation Under Rule 506(c)

  August 30, 2013     By Hamilton & Associates, P.A.
Rule 506(c) fundamentally changes how private placements will be conducted, by allowing issuers to engage in general solicitation and advertising if they comply with the Rule’s specific requirements.

OTCMarkets Tiers

  August 22, 2013     By Hamilton & Associates, P.A.
Unlike securities listed on stock exchanges such as NASDAQ or the NYSE, securities may trade through the OTCMarkets interdealer quotation system whether they are Securities and Exchange Commission (“SEC”) reporting issuer or not.

Mary Jane’s Last Dance l FINRA Issues Marijuana Scam Alert

  August 22, 2013     By Hamilton & Associates, P.A.
Yesterday, FINRA sent a clear message to investors, “medical marijuana legal in almost 20 states, and recreational use of the drug recently legalized in two states, the cannabis business has been getting a lot of attention—including the attention of scammers”.

SEC Prevents Bogus Receiverships By Suspending Zombie Tickers

  August 22, 2013     By Hamilton & Associates, P.A.
On June 24, 2013, the Securities and Exchange Commission (“SEC”) instituted administrative proceedings to revoke the registration of Green Solutions China, Inc., Yarraman Winery, Inc. (n/k/a Global Beverages, Inc.; (GBVI), and Yinlips Technology, Inc. pursuant to the Securities Exchange Act of 1934.

Going Public Bootcamp

  August 22, 2013     By Hamilton & Associates, P.A.
The going public process involves a number of steps that vary depending on the characteristics of the private company wishing to go public, and whether it will become a Securities and Exchange Commission (“SEC”) reporting issuer.

ESMA’s Opinion on the Practical Arrangements for the Late Transposition of the AIFMD

  August 8, 2013     By CSB Advocates
ESMA - the European Securities and Markets Authority - published its opinion on arrangements for the late transposition of the AIFMD on 1st August 2013.

Payment Services New Rules for the Benefit of Consumers and Retailers - EU

  August 5, 2013     By CSB Advocates
In order to adapt the EU payments market to the opportunities of the single market and to support the growth of the EU economy, the European Commission adopted a package on 24th July 2013.

Asset Protection Strategies: Proactive, Prioritize, Get Informed

  July 31, 2013     By Rieser & Associates, LLC
Asset Protection as a concept is fairly simple; you’ve worked hard and earned what you have, and you want to do everything that the law allows to keep as much of it as possible. However, asset protection as an executable legal strategy can be much more complex. Depending on your situation, estate planning, bankruptcy laws, real estate and business law can all come into play.

Going Public Options for Foreign Companies

  July 25, 2013     By Hamilton & Associates, P.A.
Going Public Options for Foreign Companies

How Finra Rule 6490 Impacts Going Public Transactions

  July 25, 2013     By Hamilton & Associates, P.A.
Smooth Sailing for Companies Avoiding Reverse Mergers in their Going Public Transactions.

IPO Prospectus Delivery

  July 25, 2013     By Hamilton & Associates, P.A.
Under the Securities Act of 1933 as amended (the “Securites Act”), a Company that conducts an initial public offering (“IPO”) including in a going public transaction must adequately disclose material information to investors.

The SEC Registration Process

  July 25, 2013     By Hamilton & Associates, P.A.
The offer and sale of securities is regulated by the Securities Act of 1933, as amended (“1933 Act”). Section 5 of the 1933 Act requires any offering to be registered with the SEC or exempt from registration.

Form 10 Shells l Reverse Mergers

  July 25, 2013     By Hamilton & Associates, P.A.
Issuers seeking to raise capital often attempt to go public using a reverse merger with a public shell. Blank check companies that file Form 10 Registration Statements (“Form 10 Shells”) are marketed as handy vehicles private companies can use to go public easily.

Form 10 Registration Statements

  July 25, 2013     By Hamilton & Associates, P.A.
Form 10 is a Registration Statement used to register a class of securities pursuant to Section 12(g) of the Securities Exchange Act of 1934 (“Exchange Act”). This article addresses common questions we receive from clients about Form 10 registration statements.

DTC Chills: A Big Conspiracy or Just Fraud?

  July 25, 2013     By Hamilton & Associates, P.A.
The Depository Trust Company (DTC) is the only stock depository in the United States. When DTC provides services as the depository for an issuer’s securities, its securities can trade electronically.

SEC Comments 101

  July 25, 2013     By Hamilton & Associates, P.A.
Securities offerings are regulated by the Securities Act of 1933, as amended, (the “Securities Act”). Section 5 of the Securities Act requires that securities offerings be registered with the Securities and Exchange Commission (the “SEC”) or be exempt from the SEC’s registration requirements.

Going Public l OTCMarkets OTCQB

  July 25, 2013     By Hamilton & Associates, P.A.
Many private companies seeking to go public are opting to list on the OTCMarkets OTCQB. The OTCMarkets Group operates an electronic inter-dealer quotation system called OTC Link.

Registration Statements

  July 25, 2013     By Hamilton & Associates, P.A.
This article addresses the most common questions we receive about going public using Form S-1 and the SEC registration statement process.

SEC Registration Statement Comments

  July 25, 2013     By Hamilton & Associates, P.A.
Securities offerings are regulated by the Securities Act of 1933, as amended, (the “Securities Act”). Section 5 of the Securities Act requires that securities offerings be registered with the Securities and Exchange Commission (the “SEC”) or be exempt from the SEC’s registration requirements.

Using Rule 506 in Going Public Transactions

  July 25, 2013     By Hamilton & Associates, P.A.
Private companies going public often file a registration statement with the Securities and exchange Commission (“SEC”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), as part of their going public transaction.

Securities Registration 101

  July 25, 2013     By Hamilton & Associates, P.A.
Many private companies file a registration statement filing with the SEC in connection with their going public transaction. The most commonly used registration statement form is Form S-1.

Advantages of Using Cayman Islands Exempted Companies for Investment Purposes and Finance Transactions

  July 24, 2013     By Loeb Smith & Brady
The Cayman Islands exempted company is the corporate vehicle of choice among international investment fund managers and investors. The popularity of the exempted company is principally as a result of the Cayman Islands being rightly recognized as a stable jurisdiction for structuring international investments owing to the following features.

FIAU Annual Report 2012 - Malta

  July 24, 2013     By CSB Advocates
On the 15th July 2013, the Malta Financial Services Authority (MFSA) issued a Notice for the purpose of formally notifying all Financial Services License Holders of the recent publication of the Malta Financial Intelligence Analysis Unit (FIAU) Annual Report for 2012, issued in terms of Article 42(1) of the Prevention of Money Laundering Act (Chapter 373, Laws of Malta).

Reverse Mergers 101

  July 23, 2013     By Hamilton & Associates, P.A.
Traditionally, private companies become publicly traded by registering an offering under the Securities Act of 1933, as amended. Another established method for private companies to obtain public company status is through a Reverse Merger (“Reverse Merger”) with a public shell company.

The OTC Pink Tier

  July 23, 2013     By Hamilton & Associates, P.A.
OTCMarkets Group operates the world’s largest electronic inter-dealer quotation system for broker-dealers to trade unlisted securities. The OTCMarkets Group categorizes issuers into three tiers to fit the wide spectrum of OTC issuers.

OTCMarkets Disclosure Tiers

  July 23, 2013     By Hamilton & Associates, P.A.
Companies who go public can list on national securities exchanges such as NASDAQ, the American Stock Exchange or the New York Stock Exchange. The securities of companies who go public can also be quoted by The OTCMarkets Group, Inc. (“OTCMarkets”).

Initial Public Offerings 101

  July 23, 2013     By Hamilton & Associates, P.A.
An Initial Public Offering (“IPO”) is often used by a private issuer seeking to go public as part of its going public transaction. An IPO involves registration with the SEC of an offering of securities by a private issuer.

Direct Public Offerings 101

  July 23, 2013     By Hamilton & Associates, P.A.
Many private companies are unable to locate an underwriter prior to going public. A direct public offering (“Direct Public Offering”) provides a viable solution to this dilemma.

EC Proposal for New Investment Fund Framework - ELTIF

  July 19, 2013     By CSB Advocates
On the 28th June 2013, the Malta Financial Services Authority (MFSA) issued a Circular to the Financial Services Industry on the proposal by the European Commission for the implementation of a new investment fund framework designed for investors desirous of effecting long-term investments into corporate entities and projects.

MFSA Circular - Binary Options

  July 18, 2013     By CSB Advocates
On the 17th July 2013, the Malta Financial Services Authority (MFSA) issued a Circular to the financial services industry confirming its position in respect of investment services provided in relative to binary options. The Circular follows clarification by the European Commission of the relevant issues in terms of the Markets in Financial Instruments Directive, 2004/39/EC, (MiFID) and expressly confirms that binary options do fall within scope of the said MiFID Directive.

AIFMD Q&A - Malta

  July 17, 2013     By CSB Advocates
We are a custodian bank based outside the EU currently considering establishing a presence in Malta with a view towards servicing Malta-licensed alternative investment funds. When should we expect Malta-based funds to be required to engage the services of a Malta-based depositary in conformity with the new AIFMD requirements? Are there any exceptions that apply, permitting other non-Maltese depositaries to service Malta-licensed funds?

Alternative Investment Fund Managers Directive – Implications for Non-EU Managers of Non-EU Funds

  July 15, 2013     By Loeb Smith & Brady
As 22 July 2013 looms ever closer, as part of our continuing legal update series on this topic, this Guidance Note seeks to consider the impact of the Alternative Investment Fund Managers Directive (the “Directive”) for non-EU Managers who manage Cayman Islands domiciled funds.

SEC Approves JOBS Act Requirement to Lift General Solicitation Ban

  July 11, 2013     By Hamilton & Associates, P.A.
On July 10, 2013, the Securities and Exchange Commission (“SEC”) adopted a new rule to implement a JOBS Act requirement to lift the ban on general solicitation or general advertising for certain private securities offerings. The SEC also adopted rules that disqualify felons and other bad actors from participating in certain securities offerings as required by the Dodd-Frank Act.

Proposals for a Fourth Anti-Money Laundering Directive - EU

  July 9, 2013     By CSB Advocates
The European Central Bank ("ECB") and the Economic and Monetary Affairs Committee ("ECON") have issued opinions following the adoption by the European Commission, on 5th February 2013, of a Proposal for a Fourth Anti-Money Laundering Directive and a Proposal for a Regulation on Information Accompanying Transfers of Funds, to reinforce the EU's existing rules on anti-money laundering and fund transfers.

Spin-Offs 101

  July 5, 2013     By Hamilton & Associates, P.A.
A spin-off (“Spin-off”) involves a transaction in which a parent company (“Parent”) distributes shares of its subsidiary (“Subsidiary”) to the Parent’s shareholders so that the Subsidiary becomes a separate, independent company.

Permissible Uses of Form S-8

  July 5, 2013     By Hamilton & Associates, P.A.
Registration of securities on Form S-8 (“Form S-8”) is a short-form registration statement under the Securities Act of 1933, as amended (the “Securities Act”).

Rule 144 Checklist

  July 5, 2013     By Hamilton & Associates, P.A.
The Securities Act of 1933, as amended (the “Securities Act”) requires the sale of a security to be registered under the Securities Act, unless the security or transaction qualifies for an exemption from registration.

SEC Suspends Trading in the Securities of Norstra Energy

  July 5, 2013     By Hamilton & Associates, P.A.
On June 26, 2013, the Securities and Exchange Commission (“SEC”) suspended trading in the stock of Norstra Energy, Inc. (NORX).

Rule 506 of Regulation D Requirements

  July 5, 2013     By Hamilton & Associates, P.A.
To offer and sell securities in the United States, an issuer must comply with the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), or must offer and sell the securities pursuant to an exemption from the registration statement requirements.

Malta Is AIFMD Ready

  July 3, 2013     By CSB Advocates
With approximately a month to go from the transposition deadline, Malta has announced that it is first member state to have fully transposed the Alternative Investment Fund Management Directive (“AIFMD / Directive”).

Securities Registration in Going Public Transactions

  July 2, 2013     By Hamilton & Associates, P.A.
Many companies file a registration statement filing with the SEC in connection with their going public transaction. The most commonly used registration statement form is Form S-1.

Getting Current l SEC Filings

  July 2, 2013     By Hamilton & Associates, P.A.
Public companies with a class of securities registered under Section 12 or subject to Section 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are subject to the periodic and current reporting requirements of Section 13 or 15(d) of the Securities Exchange Act.

SEC Sues Imaging3 and CEO Dean Janes for Fraud

  July 2, 2013     By Hamilton & Associates, P.A.
On June 26, 2013, the Securities and Exchange Commission (“SEC”) filed an enforcement action charging Imaging3, Inc. (IMGGQ), and Dean Janes, its CEO, with securities fraud, accusing Janes of misleading shareholders about actions taken by the Food and Drug Administration (“FDA”) in connection with the company’s product.

Reverse Mergers l The Game Changers

  July 2, 2013     By Hamilton & Associates, P.A.
Shell brokers continue to tout the virtues of reverse merger transactions, despite recent rule changes that eliminate many if not all of the benefits once conferred by them.

Note for Consultation - Implementation of AIFMD - Malta

  June 26, 2013     By CSB Advocates
On the 18th June 2013, the Malta Financial Services Authority (MFSA) issued a Note for Consultation on the proposed implementation of the Alternative Investment Fund Managers Directive (‘AIFMD’).

Confidential Submission of Draft SEC Registration Statements

  June 21, 2013     By Hamilton & Associates, P.A.
The Jumpstart Our Business Startups Act (the “JOBS Act”) allows an “emerging growth company” to submit a draft of its registration statement and exhibits to the Securities and Exchange Commission (the “SEC”) on a confidential basis.

Funding Portals 101

  June 14, 2013     By Hamilton & Associates, P.A.
The JOBS Act includes provisions to allow intermediaries known as “Crowdfunding Portals” to assist companies with raising capital using the internet. Crowdfunding Portals will serve as attractive capital raising centers for private companies seeking to go public in need of seed capital.

The JOBS Act – The Crowdfunding Limbo

  June 14, 2013     By Hamilton & Associates, P.A.
The Jumpstart Our Business Startups (“JOBS”) Act was signed into law by President Obama on April 5, 2012. The JOBS Act requires the Securities and Exchange Commission (the “SEC”) to issue final regulations regarding the portions of the JOBS Act relating to crowdfunding within 270 days of the law’s enactment on December 31, 2012.

The OTCBB – an Obsolete Marketplace

  June 14, 2013     By Hamilton & Associates, P.A.
The OTC Bulletin Board (“OTCBB”) is an electronic quotation system that provides real-time quotes, last-sale prices, and volume information for some over-the-counter securities not listed on a national securities exchange such as NASDAQ.

Market Makers 101

  June 14, 2013     By Hamilton & Associates, P.A.
The last step in going public transactions is for the soon-to-be-public company to obtain a stock trading or ticker symbol. In order to obtain a ticker symbol, the company seeking to go public’s stock must first be listed on a national securities exchange or qualify for quotation on the OTCMarkets’ Pink Sheets, OTCQB, or OTCQX markets.

Crowdfunding l The SEC’s Invisible Rule

  June 14, 2013     By Hamilton & Associates, P.A.
The Jumpstart Our Business Startups (“JOBS”) Act was signed into law by President Obama on April 5, 2012. The JOBS Act requires the Securities and Exchange Commission (the “SEC”) to issue final regulations regarding the portions of the JOBS Act relating to crowdfunding within 270 days of the law’s enactment on December 31, 2012. As of May 5, 2012, the SEC still has not issued the required JOBS Act’s final regulations concerning crowdfunding.

Rule 144’s Adequate Current Public Information Requirement

  June 14, 2013     By Hamilton & Associates, P.A.
Rule 144(c) of the Securities Act of 1933, as amended (the “Securities Act”) requires that stockholders of public companies relying upon Rule 144 satisfy its adequate current public information requirement. The requirements depend upon whether the issuer is a reporting or non-reporting company.

Form 211 l Going Public l OTC Pink Sheets

  June 14, 2013     By Hamilton & Associates, P.A.
Many private companies that go public are opting for the listing on the OTCMarket’s Pink Sheets due to the increased costs and more stringent regulations associated with Securities and Exchange Commission (“SEC”) reporting.

Rules of the Road l Uplisting to the OTCMarkets OTC Pink Sheets

  June 14, 2013     By Hamilton & Associates, P.A.
The OTCMarkets Group operates an electronic inter-dealer quotation system called OTC Link that broker-dealers use to trade securities not listed on a national securities-related exchange. OTCMarkets rank issuers in tiers; each issuer’s rank depends upon the amount of disclosure provided. Issuers using SEC Rule 15c2-11 qualify for the “OTC Pink Current Information” tier.

Going Public Question & Answer l Ask Securities Lawyer 101

  June 14, 2013     By Hamilton & Associates, P.A.
Going public is a big step for any company. The process of “going public” is complex and at times precarious. While going public offers many benefits it also comes with risks and quantities of regulations with which issuers must become familiar.

OTCQX Eliminates Penny Stocks l Securities Lawyer 101

  June 14, 2013     By Hamilton & Associates, P.A.
The OTCMarkets describes its OTCQX marketplace as the premier tier of the U.S. Over-the-Counter (OTC) markets, providing investors with an objective measure to ide3ntify exceptional OTC-traded companies.

Why Both Private and Public Companies Need a Securities Attorney

  June 12, 2013     By Hamilton & Associates, P.A.
Why Both Private and Public Companies Need a Securities Attorney

Broker-Dealer Registration 101

  June 12, 2013     By Hamilton & Associates, P.A.
Broker-dealers are subject to regulation by the SEC, FINRA, Self Regulatory Organizations (“SROs”) such as stock exchanges, and the states in which they do business.

Bogus State Court Actions Used in $28 million fraud Lead to Indictments

  June 12, 2013     By Hamilton & Associates, P.A.
Bogus State Court Actions Used in $28 million fraud Lead to Indictments

SCOR Offerings l State Blue Sky Laws

  June 12, 2013     By Hamilton & Associates, P.A.
State Blue Sky laws play a significant role in the enforcement of the securities laws. Each State has its own securities laws and regulations.

SEC Approves FINRA Rule 5123

  June 12, 2013     By Hamilton & Associates, P.A.
The Securities and Exchange Commission recently approved the Financial Industry Regulatory Authority (“FINRA”) proposals to amend Rule 5123 governing FINRA members who participate in private offerings of securities (“Rule 5123″).

Supreme Court Says the Statute of Limitations for SEC Enforcement Actions Is 5 Years

  June 12, 2013     By Hamilton & Associates, P.A.
On February 27, 2013, in the case of Gabelli v. Securities and Exchange Commission, the U.S. Supreme Court unanimously concluded that the statute of limitations for SEC enforcement actions seeking civil penalties expires 5 years after the time when the alleged fraud takes place, not when it is discovered.

Dead Stock Walking – Chinese Reverse Mergers

  June 12, 2013     By Hamilton & Associates, P.A.
Recent actions by the Securities and Exchange Commission (the “SEC”) and the media have alerted the public to fraud involving reverse mergers and Chinese issuers.

SEC Charges Securities Lawyer with Churning Bogus Legal Opinions

  June 12, 2013     By Hamilton & Associates, P.A.
On March 8, 2013, the Securities and Exchange Commission (the “SEC”) charged Brian Reiss, a California securities lawyer, with churning out baseless legal opinions for penny stocks traded on the OTC Markets platform.

Private Placements 101

  June 12, 2013     By Hamilton & Associates, P.A.
The Securities Act of 1933 (the “Securities Act”) provides for a private offering or private placement exemption from federal securities registration which is increasingly being used by both public companies and private companies seeking to go public to raise capital during market downturns and in times of market uncertainty.

FINRA Bars Florida Broker for Transactions Involving 31 NFL Players

  June 12, 2013     By Hamilton & Associates, P.A.
On March 7, 2013, the Financial Industry Regulatory Authority (“FINRA”) barred Jeffrey Rubin of Lighthouse Point, Florida, from the securities industry.

Squattership Proceedings 101 l Corporate Hijacking Series

  June 12, 2013     By Hamilton & Associates, P.A.
Familiar to everyone in connection with real property, squatting consists of occupying an abandoned or empty property that the squatter does not have lawful permission to use.

Malta – Redefining Collective Investment Schemes

  June 12, 2013     By CSB Advocates
The Investment Services Act (CHAP. 370 of the laws of Malta) currently defines collective investment schemes as arrangements which, inter alia, “operate according to the principle of risk spreading”. By virtue of this definition, the requirement of risk spreading has been imposed on all licensed collective investment schemes alike and this irrespective of the type of collective investment scheme licence.

Restricted Securities 101

  June 10, 2013     By Hamilton & Associates, P.A.
It has become routine for public companies and private companies seeking to go public to place restrictive legends (“Restrictive Legends” on the certificates representing their Restricted Securities not covered by a registration statement under the Securities Act of 1933, as amended (the “Securities Act”).

Disclosure Obligations & Wells Notices

  June 10, 2013     By Hamilton & Associates, P.A.
A Wells Notice is sent to subjects of a Securities and Exchange Commission (“SEC”) investigation when Enforcement staff has substantially completed its investigation and intends to recommend that an enforcement be pursued.

Ask Securities Lawyer 101 l OTC Pink Current Disclosures

  June 10, 2013     By Hamilton & Associates, P.A.
The author answers the most frequently asked questions on OTC Pink Current Disclosures.

Ask Securities Lawyer 101 l Form S-8 Question & Answer

  June 10, 2013     By Hamilton & Associates, P.A.
The author answers the most common questions on Form S-8.

Ask Securities Lawyer 101 l Short Sale Question & Answer

  June 10, 2013     By Hamilton & Associates, P.A.
Short selling can be a legitimate trading strategy. It is often endorsed for its beneficial effects on the securities markets, which include increasing liquidity. It is also criticized. Short sellers profit by identifying companies that are weak or overvalued, and companies whose shares have been manipulated to rise to artificially high share prices.

SEC Charges Laidlaw and Its CEO for Securities Violations

  June 10, 2013     By Hamilton & Associates, P.A.
SEC Charges Laidlaw and Its CEO for Securities Violations

FINRA Granted Authority to Initiate Trade & Quotation Halts

  June 10, 2013     By Hamilton & Associates, P.A.
Recent SEC amendments to FINRA Rule 6440, grant authority for FINRA to initiate trading and quotation halts in OTC equity securities when it is deemed necessary to protect investors. As amended, Rule 6440 grants FINRA the authority to impose foreign regulatory halts, derivative halts and extraordinary halts.

Ask Securities Lawyer 101 l Rule 144 Non-Affiliate Question & Answer

  June 10, 2013     By Hamilton & Associates, P.A.
The author answers the most common questions on Rule 144.

Reverse Mergers l The Corporate Hijacking Agenda

  June 10, 2013     By Hamilton & Associates, P.A.
Corporate hijackings of public shell companies–also called corporate identity theft–has been around for more than two decades. The public companies taken over in hijackings have become a valuable assets for shell peddlers (frequently securities lawyers & accountants) seeking reverse merger companies for their clients. They have also become a new target for the SEC.

How FINRA Rule 6490 lmpacts Reverse Mergers

  June 10, 2013     By Hamilton & Associates, P.A.
How FINRA Rule 6490 lmpacts Reverse Mergers

Foreign Private Issuers l Choice of SEC Registration Statement

  June 10, 2013     By Hamilton & Associates, P.A.
The securities laws provide numerous benefits to issuers who qualify as foreign private issuers including but not limited to reduced disclosure obligations and relaxed financial statement requirements.

Raising Capital - Regulation S - Foreign Private Issuers

  June 10, 2013     By Hamilton & Associates, P.A.
Foreign private issuers may raise capital in the U.S. using an offering registered on a registration statement under the Securities Act or by selling securities that are exempt from the SEC’s registration requirements.

SEC Suspends Trading of the Securities of Polar Petroleum Corp

  June 10, 2013     By Hamilton & Associates, P.A.
On June 10, 2013, the Securities and Exchange Commission (the “SEC”)announced that it had suspended the trading in the securities of Polar Petroleum Corp. a company quoted on the OTC Markets with the symbol POLR.

Due Diligence in the SEC Registration Statement Process

  June 10, 2013     By Hamilton & Associates, P.A.
Private companies in going public transactions that intend to be quoted on the OTC Markets OTCQB must first become reporting with the Securities and Exchange Commission (the “SEC”). This is typically accomplished by the private company filing a Form S-1 registration statement under the Securities Act of 1933, as amended (the “Securities Act”).

Rejection of Haircut Appeals by the Supreme Court of Cyprus

  June 10, 2013     By Michael Chambers & Co. LLC
The Supreme Court on Friday, 7 of March, delivered its long-awaited decision with regard to the appeals lodged by Laiki’s and BoC’s depositors who lost part of their money in the €10 billion bail-in plan for Cyprus. More than 3.000 appeals of uninsured depositors were filed before the Supreme Court requesting the decision to be revoked.

Updated Publication Cross-Investments between sub-funds of Malta-registered SICAVs

  June 6, 2013     By CSB Advocates
An investment company with variable share capital (“SICAV”) is by far the most common vehicle utilised by promoters for the licensing of Collective Investment Schemes in Malta. This is attributable to the flexibility associated with such vehicles, as provided by the Companies Act (Investment Companies with Variable Share Capital) Regulations (the “Regulations”).

Judicial Review against the Haircut on Laiki’s and BoC’s Depositors - Cyprus

  May 27, 2013     By Michael Chambers & Co. LLC
The judicial proceedings against the haircut on Laiki and Bank of Cyprus’ depositors are ongoing. The objective of the applications filed for judicial review is to annul the governmental decrees by which deposits in excess of €100.000 in Laiki and BoC were subjected to massive reductions.

New Securities Law in Panama

  May 24, 2013     By Pardini & Associates
Law 67 implements a multiple institutional coordination and cooperation system between regulatory entities as a multilateral board that gathers Panamanian regulatory government agencies.

Change in Belize Legislation Regarding Bearer Share Certificates

  May 24, 2013     By Pardini & Associates
A registered agent shall at all times retain physical possession of the bearer shares certificate, whether he deals directly with the end-user customer or with a professional intermediary customer.

MFSA Publishes a Self-Assessment Questionnaires for Fund Managers & Self-Managed Collective Investment Schemes - Malta

  May 13, 2013     By CSB Advocates
In view of the AIFMD coming into force on 22nd July 2013, Category 2 Licence Holders authorised to provide investment management services to collective investment schemes; Self-Managed Retail Non-UCITS Schemes; and Professional Investor Schemes licensed in terms of the Investment Services Act, 1994 (the “Act”), will be issued with a revised licence to operate as AlFMs, unless they opt for the ‘de minimis’ classification in accordance with the provisions of the AIFMD.

Stocks in Panamanian Corporations

  May 12, 2013     By Beitia-Carrillo Consultores & Asociados
In few months the Rules of the game for Panamanian Corporations could be changed.

Outsourcing of AML Compliance: How Far Can a Financial Institution Go?

  April 30, 2013     By Diaz Reus, LLP
Several banking giants, such as HSBC and Standard Chartered, are currently being investigated by US regulators for alleged failings in anti-money laundering (AML) compliance. All fingers point to lapses involving outsourcing units operating without adequate oversight.

Open a Bank Account in Panama

  April 18, 2013     By Beitia-Carrillo Consultores & Asociados
The authors offer an overview of the process to obtain a bank account in Panama.

Malta Does Not Face Same Bank System Risks as Cyprus

  April 18, 2013     By CSB Advocates
On the 16th April 2013, Fitch Ratings issued a statement regarding a special report published by Fitch, highlighting the main differences between the Maltese and Cypriot banking systems and concluded that these differences far outweigh the similarities and that, as such, ‘Malta Does Not Face Same Bank System Risks as Cyprus’ meaning the Maltese banking sector does not present the same level of risk to the sovereign that was seen in Cyprus.

Why Bankig in Panama?

  April 16, 2013     By Beitia-Carrillo Consultores & Asociados
Stability is important to consider when you decide to open an offshore bank account…Why Panama?

Reduce Personal Liability from Your Business

  April 15, 2013     By Matt Dickstein, Business Attorney
Here is a quick outline to help you avoid personal liability from your business. You’ll see that most of the authors advice derives from an informed use of corporations and corporate law, which is why…

An Update on the Forthcoming CRD IV Rules - Malta

  April 8, 2013     By CSB Advocates
On 27th March 2013, the Permanent Representatives Committee approved the compromise text on the Capital Requirements Directive, better known as the “CRD 4” package proposed to amend and replace the existing rules on capital requirements, applicable to banks and certain investment firms. The new proposals come in the form of a Directive that governs access to deposit-taking activities and a Regulation that establishes the prudential requirements that institutions need to respect.


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