Corporate Finance Center

Corporate Finance, the raising of capital, is a significant part of the United States Securities Laws.

Introductory Materials

Federal Securities Laws -introduction and overview of the cases and statutes that comprise the United States securities laws. Insider trading, stock manipulation, and more.

Blue Sky Laws (State Securities Laws) – introduction and overview of the securities laws of the various states, how they interact with the federal laws, plus links to all of the state securities administrators, statutes and regulations.

Initial Public Offering Process – going public is only one method of raising capital.

Private Placements – raising capital privately is often the preferred method for many companies, but the process must be carefully managed. With less registration requirements comes more regulation in order to maintain the registration exemption.

Featured Books:

Hedge Fund Disclosure Documents Line by Line: A User’s Guide to Private Placement Memoranda for Funds Formed as Limited Liability Companies – a walkthrough of a private placement memorandum for a hedge fund, but the concepts are applicable to any private placement memorandum.

Regulation of Securities: Sec Compliance and Practice Securities compliance handbook for public companies, and those responsible for their compliance issues. This is not an academic treatise, it provides straightforward answers to real-world questions.

Recent Blog Posts

Deciphering Form 10-K and 10-Q

For investors aiming to understand or invest in U.S. public companies, the annual reports on Form 10-K and the quarterly reports on Form 10-Q are invaluable resources. These documents offer an in-depth view of a company’s operations, the challenges it faces, and its financial performance over the year or quarter. Additionally, they provide management’s insight ...

Introduction to Form 8-K

Lawyer Form 8-K: A Comprehensive Guide for Investors In the realm of finance, staying abreast of the latest corporate developments is crucial for investors aiming to make well-informed decisions. Whether it’s a company unveiling its quarterly earnings, another grappling with auditor concerns that might signal trouble, or a third navigating the complexities of bankruptcy, a key resource ...

Van Eck Fined for Secretly Paying Bar Stool’s David Portnoy.

The Securities and Exchange Commission announced that registered investment adviser Van Eck Associates Corporation has agreed to pay a $1.75 million civil penalty to settle charges that it failed to disclose a social media influencer’s role in the social media influencer’s role in the launch of its new exchange-traded fund (ETF). The SEC‘s press release and ...

SEC Adopts Rules to Enhance Investor Protections Relating to SPACs, Shell Companies, and Projections

Washington D.C., Jan. 24, 2024 New Rules for Investor Protections The Securities and Exchange Commission today adopted new rules and amendments to enhance disclosures and provide additional investor protection in initial public offerings (IPOs) by special purpose acquisition companies (SPACs) and in subsequent business combination transactions between SPACs and target companies (de-SPAC transactions). SPAC IPOs and de-SPAC transactions ...

Bad Actor Rule of Rule 506

Rule 506 Exemption Rule 506 of Regulation D of the Securities Act of 1933 is an exemption from the registration requirements of the Securities Act for certain private securities offerings. This rule allows issuers to raise an unlimited amount of capital from an unlimited number of accredited investors, and up to 35 non-accredited investors. Under Rule ...

SEC Issues Staff Report on Accredited Investor Definition

SEO Title: Understanding the Evolving Accredited Investor Definition: A Comprehensive SEC Report Analysis Introduction to the SEC’s Review of Accredited Investors The SEC has released an in-depth staff report concerning the definition of an accredited investor. This action aligns with the Dodd-Frank Wall Street Reform and Consumer Protection Act mandates, which stipulates a periodic review of this ...

Linus Financial Agrees to Settle SEC Charges of Unregistered Offer and Sale of Securities

In the appropriate case in our securities defense practice, we sometimes advise clients to self-report a violation and the client’s efforts to correct the violation. The rationale is that the SEC views self-reporting in a positive light when determining sanctions, and the reporting can avoid lengthy and costly investigations and litigation. Linus Financial took steps ...

Rule 147: The Intrastate Exemption Explained

Section 3(a)(11) of the Securities Act of 1933, Rule 147, the “intrastate offering exemption,” grants relief from the registration requirements of the Securities Act for securities that are offered and sold exclusively to individuals residing within a single State or Territory. To qualify for this exemption, the issuer of the security must be a resident ...

SEC Obtains Emergency Relief to Halt Pre-IPO Stock Fraud Scheme by Unregistered Broker-Dealer

SEC Obtains Preliminary Injunction and Asset Freeze Against Legend Venture Partners Introduction In a significant development, the Securities and Exchange Commission (SEC) has taken decisive action against Legend Venture Partners LLC, an unregistered broker-dealer based in New York City. The SEC’s move comes in response to the discovery of a fraudulent scheme involving the sale of interests ...

SEC Charges Audit Firm Marcum LLP for Widespread Quality Control Deficiencies

Marcum LLP Faces SEC Charges for Audit Quality Control Failures In a significant development, audit firm Marcum LLP has come under scrutiny by the Securities and Exchange Commission (SEC) for its systemic quality control failures and violations of audit standards. The charges are particularly related to its audit work for numerous special purpose acquisition company (SPAC) ...

Featured Commentary

Billionaire Chris Hohn Explains Why Increased Disclosure Will Force Companies To Cut Their Carbon Emissions Billionaire hedge fund investor Chris Hohn of TCI Fund Management has generated $12.6 bil...
The SEC has proposed amendments to public liquidity-related disclosure requirements for certain open-end investment management companies.  Under the proposal, funds would discuss in their annual r...

The penny stock market has the potential for significant profits, and of course, significant losses. Investing in start-ups and small companies is speculative, and high risk, but has an allure for ...

The SEC has indicated that it plans to issue a Notice of Proposed Rulemaking on requiring public companies to disclose their spending on politics. The Harvard Law School Forum on Corporate Governa...

The Delaward Corporate and Commercial LItigation Blog has an interesting post regarding this decision, with a link to the 110-page decision which awarded damages over breach of fiduciary duty relat...

When I posted last week that the Facebook IPO was an opportunity for fraud, and quoted Jim Sallah, the well-known Boca Raton securities attorney, I was talking about stock scammers, not major broke...

Interesting analysis of how serving shareholders intead of your business model can ruin your company - How the IPO Ruined Google

Two former executives at an Austin, Texas-based surgical products manufacturer were sued today by the SEC to recover bonus compensation and stock sale profits they received during an accounting f...
The alert issued by the SEC notes that in recent years there has been significant attention focused on the financial condition of some state and local governments. It cites concerns about the ex...
The SEC has announced the successful resolution of its trial against a plastics industry executive charged with lying in SEC filings regarding his ownership of Musicland Stores Corporation stock....

From the SEC:

Response of the Office of Mergers and Acquisitions
Waiver Request of Ineligible Issuer Status under Rule 405 of the Securities Act of 1933
Confidential Treatment Applications Submitted Pursuant to Rules 406 and 24b-2
Response of the Office of Mergers and Acquisitions
Waiver Request of Ineligible Issuer Status under Rule 405 of the Securities Act of 1933

Mark J. Astarita, Esq. is a securities lawyer who represents investors, financial professionals and firms in litigation, arbitration and regulatory matters across the country. He is a partner in the national securities law firm of Sallah Astarita & Cox, LLC and can be reached by email at mja@sallahlaw.com or by phone at 212-509-6544.

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Securities Attorney at Sallah Astarita & Cox | 212-509-6544 | mja@sallahlaw.com | Website | + posts

Mark Astarita is a nationally recognized securities attorney, who represents investors, financial professionals and firms in securities litigation, arbitration and regulatory matters, including SEC and FINRA investigations and enforcement proceedings.

He is a partner in the national securities law firm Sallah Astarita & Cox, LLC, and the founder of The Securities Law Home Page - SECLaw.com, which was one of the first legal topic sites on the Internet. It went online in 1995 and is updated daily with news, commentary and securities law related links.