Munchee Inc., a California-based company selling digital tokens to investors to raise capital for its blockchain-based food review service halted its initial coin offering (ICO) after being contacted by the SEC. Munchee Inc....more
12/12/2017
/ Blockchain ,
Capital Raising ,
Digital Currency ,
Distributed Ledger Technology (DLT) ,
Enforcement Actions ,
Financial Markets ,
Initial Coin Offering (ICOs) ,
Popular ,
Securities and Exchange Commission (SEC) ,
Securities Violations ,
Token Sales ,
Unregistered Securities ,
Virtual Currency
The CFTC filed a federal civil enforcement action in the U.S. District Court for the Southern District of New York against Defendants Nicholas Gelfman, of Brooklyn, New York, and Gelfman Blueprint, Inc. (GBI), a New York...more
9/22/2017
/ Banking Sector ,
Bitcoin ,
CFTC ,
Digital Currency ,
Enforcement Actions ,
Fraud ,
Investment Fraud ,
Investment Management ,
Misappropriation ,
Ponzi Scheme ,
Popular
The CFTC has adopted final amendments to its whistleblower rules that will, among other things, strengthen the CFTC’s anti-retaliation protections for whistleblowers and enhance the process for reviewing whistleblower claims....more
The SEC has denied a proposed rule change by NYSE Arca to permit the listing and trading of shares of the SolidX Bitcoin Trust. The reasons were substantially similar to the reasons the SEC denied a proposed rule change...more
3/29/2017
/ Bitcoin ,
Digital Currency ,
Financial Institutions ,
Financial Markets ,
Listing Rules ,
NYSE ,
Popular ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Trading Platforms ,
Virtual Currency
Under current law, stockbrokers are only required to recommend suitable investments to their clients. The Department of Labor has issued a so called “fiduciary rule” which requires brokers, advisors and insurance agents, when...more
2/6/2017
/ Best Interest Standard ,
Department of Labor (DOL) ,
Employee Benefits ,
Employee Retirement Income Security Act (ERISA) ,
Fiduciary Duty ,
Fiduciary Rule ,
Financial Adviser ,
Financial Institutions ,
Investment Adviser ,
Popular ,
Regulatory Oversight ,
Retirement ,
Retirement Plan ,
Trump Administration
The SEC announced that Allergan Inc. had agreed to admit securities law violations and pay a $15 million penalty for disclosure failures in the wake of a hostile takeover bid.
The SEC’s order finds that Allergan failed...more
1/23/2017
/ Allergan Inc ,
Corporate Counsel ,
Disclosure Requirements ,
Hostile Takeover ,
Mergers ,
Negotiations ,
Penalties ,
Pharmaceutical Industry ,
Popular ,
Securities and Exchange Commission (SEC) ,
Securities Violations ,
Valeant
I previously discussed an SEC Investor Alert which said fantasy stock trading for small amounts of money can violate provisions of securities laws implemented by the Dodd-Frank Act. According to the SEC, the terms “swap,”...more
10/14/2016
/ Civil Monetary Penalty ,
ETFs ,
Fantasy Sports ,
Financial Institutions ,
Financial Markets ,
Football ,
Mobile Apps ,
Mobile Devices ,
Online Gaming ,
Popular ,
Securities ,
Securities and Exchange Commission (SEC) ,
Security-Based Swaps ,
Sports Gambling ,
Stocks ,
Swaps
The CFTC has proposed amendments to its whistleblower rules that reinterpret its anti-retaliation authority and proposes appropriate rule amendments to implement that authority.
When the CFTC initially adopted its...more
The SEC announced the award of more than $22 million to a whistleblower whose detailed tip and extensive assistance helped the agency halt a well-hidden fraud at the company where the whistleblower worked.
The $22...more
As Broc Romanek noted on the TheCorporateCounsel.net, a number of SEC filings discussing Brexit have been made. I have noted some of the disclosures below, focusing on those that have been made since the vote result was...more
6/30/2016
/ Disclosure Requirements ,
EU ,
Form 10-K ,
Form 10-Q ,
Form 8-K ,
Medtronic ,
Member State ,
Popular ,
Publicly-Traded Companies ,
Referendums ,
UK ,
UK Brexit
The SEC has proposed amendments that would increase the financial thresholds in the “smaller reporting company” definition. The proposal to update the definition would expand the number of companies that qualify as smaller...more
6/28/2016
/ Disclosure Requirements ,
Emerging Growth Companies ,
Filing Requirements ,
Fixing America’s Surface Transportation Act (FAST Act) ,
Popular ,
Regulation S-K ,
Regulation S-X ,
Reporting Requirements ,
Sarbanes-Oxley ,
Section 404 ,
Securities and Exchange Commission (SEC) ,
Small Business ,
Threshold Requirements
Blockchain shows great promise for certain applications in the financial services industry, including securities clearance and settlement. Given all of the recent publicity, one has to consider the Gartner “hype cycle.” Some...more
The Depository Trust & Clearing Corporation, or DTCC, is integrally involved with settlement of trades in public company stocks. It has issued a white paper examining the use of blockchain technology to settle securities...more
The SEC registration process for Title III crowdfunding portals was recently commenced. So far we are aware of one Form Funding Portal that has been filed to begin the registration process. ...more
The SEC is permitting EDGAR test filings of Regulation Crowdfunding offerings.
Under new SEC rules that take effect on May 16, 2016, companies will be permitted to offer and sell securities through crowdfunding....more
Overstock.com has filed this Form S-3 which proposes to sell securities using Bitcoin blockchain technology. The S-3 has not yet been declared effective.
First question: What the heck in blockchain technology? CFTC...more
The SEC has qualified the Regulation A+ offering of Elio Motors which plans to make small cars costing about $7,000. Elio plans a maximum offering size of $25 million. The offering is being made through the facilities of...more
The SEC has proposed amendments to Rule 147 under the Securities Act of 1933, which currently provides a safe harbor for compliance with the Section 3(a)(11) exemption from registration for intrastate securities offerings....more
11/2/2015
/ Capital Formation ,
Compliance ,
Corporate Issuers ,
Crowdfunding ,
Defined Benefit Plans ,
Emerging Growth Companies ,
Employee Benefits ,
Exemptions ,
Financial Institutions ,
Financial Markets ,
Financing ,
Investment ,
Investment Adviser ,
Investors ,
NASAA ,
NYSE ,
Popular ,
Public Offerings ,
Qualified Benefit Plans ,
Regulation A ,
Regulation S ,
Rule 147 ,
Rule 506(c) ,
Safe Harbors ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Transacting Intrastate Business
The SEC has adopted a final “pay ratio” rule required by Section 953(b) of the Dodd-Frank Act. In general, the “pay ratio” rule requires public companies to disclose the median of the annual total compensation of all...more
8/6/2015
/ CEOs ,
Cost-of-Living Adjustment (COLA) ,
Data Privacy ,
De Minimus Quantity Exemption ,
Disclosure Requirements ,
Dodd-Frank ,
Emerging Growth Companies ,
Employees ,
Executive Compensation ,
Foreign Private Issuers ,
Foreign Workers ,
Independent Contractors ,
Part-Time Employees ,
Pay Ratio ,
Payroll Records ,
Popular ,
Proxy Statements ,
Publicly-Traded Companies ,
Regulation S-K ,
Seasonal Workers ,
Securities Act ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Temporary Employees
There has been a debate about whether a whistleblower must report information about a violation of securities laws to the SEC, as opposed to internal reporting, to qualify for protection under the anti-retaliation provisions...more
The SEC issued an Investor Alert which says fantasy stock trading for small amounts of money can violate provisions of securities laws implemented by the Dodd-Frank Act. I bet the Congressional drafters of these provisions...more
6/18/2015
/ Bitcoin ,
Business Valuations ,
Derivatives ,
Dodd-Frank ,
Initial Public Offering (IPO) ,
Investors ,
Popular ,
Securities ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Security-Based Swaps ,
Startups ,
Stock Trades ,
Stocks ,
Swaps ,
Virtual Currency
Courts recently issued three opinions on the whistleblower anti-retaliation provisions of the Dodd-Frank Act.
In Murray v. UBS Securities, LLC, Mr. Murray claimed he was terminated because he refused to skew his...more
A group has announced plans to introduce a bill that would permit the use of advertising and general solicitation in securities offerings to Minnesota residents. The bill refers to such offerings as “MNvest Offerings”...more
The CFPB and Franklin Loan Corporation have asked a federal court to approve a consent order regarding alleged violations by Franklin Loan of the loan originator compensation rule. Franklin Loan did not admit or deny the...more
In a settled enforcement action, the SEC alleged the defendant failed to implement procedures reasonably designed to prevent U.S. persons from accessing and investing in securities through its crowdfunding website. The...more