Investor Information Center

Sponsored by Mark J. Astarita, Esq. – representing brokers and investors in securities and employment disputes for over 30 years. Have a securities law question? Call his office today – 212-509-6544 or email him

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.

Securities Arbitration Overview – The ultimate primer on securities arbitration, authored by Mark J. Astarita, Esq., a New York securities attorney who has represented parties to securities arbitrations in virtually every major city for 30 years. An excellent introduction to the process.

Look Inside an Arbitration Hearing – arbitrations are private, and the unknown is frequently a cause for concern. Exactly what happens at an arbitration hearing? An insider look by nationally recognized securities arbitration attorney Mark J. Astarita.

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.

Insider Trading – there is legal insider trading, and illegal insider trading. Both can be profitable, but the illegal version comes with significant penalties.

Recommended Books

Investing for Dummies– Don’t let the title fool you, this is an excellent introduction to investing. “Investing for your future is wise and essential. Of course, you want to make solid investment choices and minimize mistakes. This updated, best-selling guide educates you on investing concepts and lingo so you can make the best decisions in all economies and markets. Understanding how to find and make smart investments is a skill that can be learned, and this book by money-pro Eric Tyson will help you by discovering how to weigh risk vs. return, offering tips on choosing stocks and funds, getting started in real estate and small business, and so much more.”

Personal Finance For Dummies – From Amazon – “Personal Finance for Dummies offers sound and practical advice for those who want to get control over their personal financial lives. Author Eric Tyson points out the most common mistakes that we all make in our approach to money and prescribes ways to save and invest for a secure future. Using worksheets, the book helps you to measure your own financial health by looking at factors such as how much debt you carry, your savings rate, as well as investment and insurance checkups. The book looks at how you should invest your retirement account, approach taxes, and provides a good overview on how to buy real estate.”

Mutual Funds For Dummies, April 2016 edition – “With straightforward advice and a plethora of specific up-to-date fund recommendations, personal finance expert Eric Tyson helps you avoid fund-investing pitfalls and maximize your chances of success. This revised edition features expanded coverage of ETFs, fund alternatives, and research methods Tyson provides his time-tested investing advice, as well as updates to his fund recommendations and coverage of tax law, changes Sample fund portfolios and updated forms show you exactly how to accomplish your financial goals.”

Featured Articles

Introduction to the Federal Securities Laws -an introduction to the laws which govern the purchase and sale of securities in the United States, including the Securities Act of 1933 and the Securities Exchange Act of 1934

Introduction to the Blue Sky Laws (State Securities Laws) – each state has its own securities laws, rules and regulations. This article provides an overview of the function and purpose of those state laws, known as “blue sky laws.”

Introduction to Private Placements – hedge funds, and private equity funds, take in investors’ money by way of a private placement. Such offerings are exempt from the registration process for offering securities for sale; provided the rules are followed. A description of the exemption, and the private placement process.

Recent Blog Posts

January 2022 Ponzi Schemes

From Kathy Bazoian Phelps’ Ponzi Scheme Blo. The reported stories reflect at least 5 new Ponzi schemes worldwide, 3 guilty pleas, more than 48 years of prison sentences, and an average age of approximately 47 for the alleged Ponzi schemers. https://www.linkedin.com/feed/update/urn:li:activity:6895247004092514304

Securities Enforcement Investigations

SEC enforcement investigations cover a wide range of targets and witnesses, from the big investment banks and their employees, to public companies to private companies who are soliciting investments, small companies. The SEC conducts its investigations privately, and does so by requesting voluntary cooperation or issuing subpoenas for documents and testimony. The SEC has the power ...

Robo-Adviser Settles SEC Charges of Misleading Investors

A robo-adviser is an automated investment tool that uses mathematical algorithms to evaluate the prospects of various investment options and, in theory, choose the best one. Robo-advisors are digital platforms that provide automated, algorithm-driven financial planning services with little to no human supervision. A typical robo-advisor collects information from clients about their financial situation and future ...

SEC Issues Awards Totaling More Than $40 Million to Four Whistleblowers

The Securities and Exchange Commission today announced three awards totaling more than $40 million to four whistleblowers who provided information and assistance in three separate covered actions. In the first order, the SEC issued an award of… Read the Full Press Release Have a securities law question? Call New York Securities Lawyers at 212-509-6544. Visit The Securities Law ...

What Does a Securities Lawyer Do?

While securities law is itself a specialized field of law, there is also more than one type of securities lawyer. There are transactional securities lawyers, who help companies raise capital, obtain and maintain listings on a stock exchanges, assist in mergers and acquisitions and perform the varied reporting requirements for public companies. There are also securities ...

What Happens If I Ignore an SEC Subpoena?

Anyone who follows our blog or website knows that the SEC Enforcement Division is getting tougher on financial firms, investors, and issuers. When you are served with an SEC subpoena, you know that they are not fun to deal with. But you must deal with it. Even if you don’t know or didn’t commit a securities law violation, you need ...

SEC Subpoena, FINRA OTR – What do I do?

The SEC Serves a Subpoena, or FINRA wants an OTR. Now what? By Mark J. Astarita, Esq. Introduction to SEC Subpoenas If you are served with an SEC Subpoena, or just receive a letter or telephone call from the SEC or FINRA 8210 Request, that call or subpoena is a serious matter, regardless of how informal the caller ...

UBS YES Losses?

Investors who lost money in UBS’ Yield Enhancement Strategy (YES) may be able to recover their losses

SEC Charges Financial Adviser With Stealing Investor Funds to Pay Off Credit Cards, Buy Gold Coins

he Securities and Exchange Commission today charged a former New Jersey-based broker and investment adviser representative with stealing nearly $3 million from his advisory clients and brokerage customers, which he used to buy gold coins and other precious metals and funnel to family credit card accounts that he controlled. The SEC’s complaint alleges that Kenneth A. ...

Credit Suisse to Pay Nearly $475 Million to U.S. and U.K. Authorities to Resolve Charges in Connection with Mozambican Bond Offerings

Credit Suisse Group AG has agreed to pay nearly $475 million to U.S. and U.K authorities, including nearly $100 million to the Securities and Exchange Commission, for fraudulently misleading investors and violating the Foreign Corrupt Practices Act (FCPA… Read the Full Press Release Have a securities law question? Call Sallah Astarita & Cox at 212-509-6544.

Featured Articles

Customer Claims in Arbitration

I have been representing customers and brokers in securities arbitration matters since 1982. In those 35 years I have handled over 700 securities arbitration cases. Since securities arbitration is such a large part of my practice, I also survey all of the arbitration awards that are entered in matters across the country, write columns for investors and brokers on the topic, and stay well informed on developments in this unique area of law. Today, FINRA administers virtually all of the securities arbitration disputes in this country, with the AAA and JAMS handing the remainder. From my work, and my review of the statistical summaries published by FINRA it is clear that investment disputes fall into very well-defined categories. Naturally, the type of cases that are filed is a function of the market. Not only are there fewer arbitrations when the markets are doing well, economic factors create different types of claims. For example, when Internet stocks fell in April 2000, the arbitration forums saw a significant increase in arbitration filings, and the emergence of a new category of claim, for over-concentration, or failure to diversify. As the markets improved in 2003, through 2007, we saw a sharp decrease in the number of arbitration ...

Expungement of Customer Complaints

You can remove derogatory reports from your CRD Report. Call 212-509-6544 to discuss the process with a securities law attorney. The problems associated with FINRA‘s CRD Disclosure System are well known to visitors to SECLaw.com, as we have written about the issue a number of times. The concept of disclosing every allegation, justified or not, against a registered person, to anyone who cared to ask, is unheard of in our system of justice. The addition of BrokerCheck, where the information is available to anyone with an Internet connection has made the situation intolerable. For that reason, we are often asked to file an expungement request with FINRA, to remove unwarranted items from the CRD system The interests of investor protection overrode the concepts of fundamental fairness and due process for brokers, and today there is full disclosure of every wart, pimple and untrue allegation made against a broker. Not fair to the broker, but of a theoretical benefit to the investing public. Part of the problem are customer arbitrations. Customers can file an arbitration against a broker for anything, at virtually no cost to the customer. They can say anything they want, it doesn’t cost them anything, and there is no penalty for ...

Insider Trading – The Legal and Illegal

  Insider trading laws have significant impact on the stock market, and the conduct of investors. I have been representing investors and financial professionals in insider trading investigations for over 30 years. In the mid-1980’s when my then-partner and I represented a financial printer in an SEC federal court proceeding. Since that time, I have represented registered representatives and investors from all walks of life, in dozens of investigations. The insider trading laws and court decisions have changed dramatically over those decades, with the SEC and the courts expanding the scope of the theory of insider trading beyond all reasonable bounds. However, it is this concept that we need to deal with, and we have had a great deal of success in defending potential defendants – because the investigation gets closed before an case is filed. Illegal insider trading is a serious securities law violation which carries potential civil and criminal penalties. Civilly, the penalties can be as large as three times the gross profit on the trading. An insider trading investigation by the SEC requires experienced securities counsel, as the initial investigation often dictates the final outcome. If you have questions regarding an SEC subpoena or an investigation, call Mark Astarita, Esq. ...

Introduction to State Securities (Blue Sky) Laws

Mark Astarita, Esq. is a nationally recognized securities attorney who represents investors, financial professionals, issuers and financial firms in a wide variety of matters involving federal and state securities laws. He can be reached at mja@sallahlaw.com. The state securities laws and the regulatory scheme has not changed much since 2001 when I published the first version of this Blue Sky Law introduction. While the SEC directly, and through its oversight of the FINRA and the various Exchanges, is the main enforcer of the nation’s securities laws, each individual state has its own securities laws and rules. These state rules are known as “Blue Sky Laws”. What Are Blue Sky Laws? Blue sky laws are state regulations established as safeguards for investors against securities fraud. The laws, which may vary by state, typically require sellers of new issues to register their offerings and provide financial details of the deal and the entities involved. As a result, investors have a wealth of verifiable information on which to base their judgment and investment decisions. Why “Blue Sky” laws The origin of the term is a bit unclear, but the first use of the term that we are aware of is in an opinion of Justice McKenna of the United States ...

Federal Securities Law, a Securities Lawyer Guide

The SEC, FINRA, the States, and much more Mark J. Astarita is a nationally known securities attorney with over 30 years of experience representing investors and financial professionals across the country in regulatory investigations, arbitration and litigation. If you have a securities law question, call 212-509-6544 Introduction The history of the securities regulation and federal securities law are well beyond the scope of this work, and the reader is commended to any one of a number of books in the area. One of the best known, and often cited treatise on the topic is Loss and Seligman, Securities Regulation, a multi-volume treatise on the subject, published by Little Brown & Co in New York City. A single volume version is also available, and can be ordered online. For purposes of this work, it is sufficient to note that the federal securities laws are in reality a myriad of rules and regulations of 55 different regulatory agencies, including the Securities Commission in each of the fifty States, the District of Columbia, Puerto Rico and Guam, as well as the Securities and Exchange Commission, the Financial Industry Regulatory Authority, and any of the regional exchanges of which he or his firm is a member. While this morass is in reality a series of similar, and overlapping regulations, ...

What is a Security?

A security is a form of ownership in an entity. While some believe that in order to be a security the instrument must be traded on a market, the legal definition of a security is much broader. The definition is important, because if the instrument is a security, then the federal and state securities laws apply to the purchase and sale of that instrument. We define and explain the different types of securities

Finders Explained – Be Careful

A question I am often asked is what is the definition of a finder, or questions that lead to that question. The issue arises when an unregistered person or entity introduces investors to an issuer and seeks to obtain payment based on the investment made by the investor. The problem is, that in many instances, the introducing party is acting in a manner that requires registration as a broker or a dealer, and thus must be registered in order to accept compensation for the introduction to the investor. The issues of finders and compensation are currently a “hot” topic for securities regulators, and the issue is in great flux today. It is therefore difficult to describe finders in a general way that is helpful because the answer in a particular case will turn on the particular facts. One small factual change, and the answer changes. Therefore, addressing the issue GENERALLY, if the finder is only a finder, he does not have to register. Being a finder means that he only introduces, he does not discuss, negotiate, or get involved in the transaction. However, the SEC may take a different view of “discuss” or “get involved” than you do. The rules which apply are ...

Cold Calling Rules

Compliance with securities regulations is only the beginning By Mark J. Astarita, Esq. Introduction Cold calling is a method of marketing a service or product by calling prospective clients “cold” – that is, without an introduction, to determine if the potential client has a need for, or interest in, the caller’s product. Cold calling has a long history in the brokerage community, and while having a poor reputation, is a legitimate and valuable marketing tool for brokerage firms, and provides a legitimate source of information for customers, provided the tool is not abused. However, there have been abuses, inside and outside the brokerage industry, of the cold calling procedure. Most of the complaints regarding the procedure have arisen outside the industry, and relate to the time of day that the calls are made, the use of automated dialers and similar technological “advances” in the telecommunications industry, as well as outright fraud. While these complaints have focused on non-brokerage industry firms and practices, the regulations regarding same effect the brokerage industry. The Basic Regulations and Rules In accordance with the Telephone Consumer Protection Act of 1991, the Federal Communications Commission (FCC) issued a cold-calling rule. The rule establishes procedures to eliminate unwanted telephone solicitations to residences ...

Churned or Traded?

Churning claims dominated the securities arbitration landscape in the 2000’s, but have declined over the years, as the trading mania waned. As the markets improved, we have begun to see a resurgence of churning claims again. The common perception among the general public is that a customer who trades his or her account on a regular basis is a broker’s dream. While the commissions generated by such activity might very well enhance a broker’s payout, the activity could very easily turn into a broker’s nightmare if not carefully monitored. Churning Churning is excessive trading in a customer’s account by a broker taken in the context of the customer’s financial situation and investment objectives. While no one test is available to determine if an account has been churned, churning requires three elements, first, excessive trading, and second, control of the account by the Registered Representative, and three, intent to defraud the customer. The intent element is difficult to prove, but will typically be proven by establishment of the first two elements. The problem with customers who trade heavily with a retail broker is that the broker may later be subjected to a claim for churning, if the trading does not turn out to be profitable. ...

Responding to a FINRA Rule 8210 Request

By Mark J. Astarita, Esq. FINRA Rule 8210 FINRA Rule 8210 (Provision of Information and Testimony and Inspection and Copying of Books) is the starting point of virtually every FINRA Wells Notice and enforcement proceeding, as it gives FINRA the authority to request documents and testimony from firms, registered persons and, in FINRA’s view, other persons and entities related to a registered person or entity. The relevant portion of Rule 8210 is as follows: For the purpose of an investigation, complaint, examination, or proceeding authorized by the FINRA By-Laws or rules, an Adjudicator or FINRA staff shall have the right to: (1) require a member, person associated with a member, or any other person subject to FINRA’s jurisdiction to provide information orally, in writing, or electronically (if the requested information is, or is required to be, maintained in electronic form) and to testify at a location specified by FINRA staff, under oath or affirmation administered by a court reporter or a notary public if requested, with respect to any matter involved in the investigation, complaint, examination, or proceeding; and (2) inspect and copy the books, records, and accounts of such member or person with respect to any matter involved in the investigation, complaint, examination, or proceeding that is in ...

Personal Investing News & Commentary

Investor Bookstore

Amazon.com makes it easy to order books online, and we have compiled what we believe to be the most useful books for the brokerage legal and compliance officer in the Compliance and Law Department at the SECLaw.com Bookstore.

Past Articles and Commentary

Every month The Securities Law Home Page brings together commentary and updates from securities law practitioners and regulators. Past articles are collected here in chronological order, or simply search for the topic you are interested in.

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