Archive for Corporate Law

SUPREME COURT HOLDS THAT SEC DISGORGEMENT ORDERS ARE SUBJECT TO STATUTE OF LIMITATIONS

  • June 6th, 2017
  • Russell Weigel
  • Comments Off on SUPREME COURT HOLDS THAT SEC DISGORGEMENT ORDERS ARE SUBJECT TO STATUTE OF LIMITATIONS

On June 5, 2017 the U.S. Supreme Court announced its unanimous opinion in Kokesh v. SEC holding that the five-year federal statute of limitations on government penalty and forfeiture claims applies to SEC claims for disgorgement. Our firm’s successful federal trial court and…

SUPREME COURT ACCEPTS CERT. IN TENTH CIRCUIT CASE CITING SEC V. GRAHAM AS BEING IN CONFLICT

  • January 16th, 2017
  • Russell Weigel
  • Comments Off on SUPREME COURT ACCEPTS CERT. IN TENTH CIRCUIT CASE CITING SEC V. GRAHAM AS BEING IN CONFLICT

On January 13, 2017 the U.S. Supreme Court granted a petition for certiorari in Kokesh v. SEC, an appeal from a Tenth Circuit case that rejected the Eleventh Circuit’s conclusion in SEC v. Graham that disgorgement orders are forfeitures subject…

INJUNCTIVE RELIEF NOT SO IMPORTANT TO SEC

  • January 15th, 2017
  • Russell Weigel
  • Comments Off on INJUNCTIVE RELIEF NOT SO IMPORTANT TO SEC

We are pleased to announce that following the remand of SEC v. Graham from the Eleventh Circuit Court of Appeals, the defense’s victory became complete with the SEC’s stipulation of dismissal of its claim for injunctive relief – the only…

SEC DISGORGEMENT ORDERS AND DECLARATORY RELIEF ARE TIME-BARRED, THE ELEVENTH CIRCUIT HOLDS

  • May 27th, 2016
  • Russell Weigel
  • Comments Off on SEC DISGORGEMENT ORDERS AND DECLARATORY RELIEF ARE TIME-BARRED, THE ELEVENTH CIRCUIT HOLDS

In a first-of-its-kind case on the issues of disgorgement and declaratory relief, an appellate court upheld a federal district court decision throwing out a SEC enforcement case. The Eleventh Circuit Court of Appeals affirmed the district court on the grounds…

REIGNING IN THE 3(A)(10) DEBT-SWAP INDUSTRY – PART ONE

  • May 25th, 2016
  • Russell Weigel
  • Comments Off on REIGNING IN THE 3(A)(10) DEBT-SWAP INDUSTRY – PART ONE

Under current federal securities statutes, few categories of transactions permit free trading or unrestricted stock to be issued and immediately resold into the public market without the transaction being subjected to the expense and delay associated with the filing of…

Changes to the EB-5 Visa Program

  • October 12th, 2015
  • Russell Weigel
  • Comments Off on Changes to the EB-5 Visa Program

Will Changes Be Coming to the EB-5 Visa Program? The EB-5 visa program has been featured in the news lately. The Regional Center Pilot Program was due to expire last week, but Congress extended its expiration until December 11, 2015….

READ YOUR CORPORATE DOCUMENTS!

  • July 13th, 2015
  • Russell Weigel
  • Comments Off on READ YOUR CORPORATE DOCUMENTS!

APPELLATE COURT TO SMALL BUSINESS OWNER: “READ YOUR CORPORATE DOCUMENTS” The Sixth Circuit Court of Appeals recently affirmed the dismissal of a cosmetologist’s lawsuit in which she alleged that her business partner committed securities fraud in swindling her out of…

Raising Capital? 2 People You Shouldn’t Speak To

  • April 9th, 2015
  • Russell Weigel
  • Comments Off on Raising Capital? 2 People You Shouldn’t Speak To

Raising Capital and finding investors for your business can be tricky. It is no secret. Raising capital is intrinsic to the success of every business owner. Whether raised by a collaborative effort of friends and family, by third-party investor capital,…

Raising Capital? 2 People You Shouldn’t Speak To

Raising Capital? 2 People You Shouldn’t Speak To

  • April 9th, 2015
  • Russell Weigel
  • Comments Off on Raising Capital? 2 People You Shouldn’t Speak To

Raising Capital can be tricky.  Make sure you’re speaking to the right people.   It is no secret. Raising capital is intrinsic to the success of every business owner. Whether raised by a collaborative effort of friends and family, by…

2 Self-Protection Tips for Immigration Attorneys involved in EB-5 Visa Transactions

2 Self-Protection Tips for Immigration Attorneys involved in EB-5 Visa Transactions

  • March 26th, 2015
  • Russell Weigel
  • Comments Off on 2 Self-Protection Tips for Immigration Attorneys involved in EB-5 Visa Transactions

In EB-5 Visa Transactions, Immigration attorneys can reduce their exposure to SEC enforcement investigations adhering to the following tips:   1.      Don’t Be on Both Sides of EB-5 Visa Transactions. EVERY Regional Center EB-5 Investment Opportunity Is a Securities Transaction.  Whether or…

SEC v. Minnesota 504 Offering: Update and Epilogue

  • January 8th, 2015
  • Russell Weigel
  • Comments Off on SEC v. Minnesota 504 Offering: Update and Epilogue

In short, The SEC’s attempt in SEC v. Danny Garber, et al., 12-civ-9339 (S.D.N.Y.), to re-write Regulation D Rule 504 through litigation, as was argued by the defendants, ended in a settlement, which, based upon the amount of money the SEC…

SEC v. Minnesota 504 Offering: Update and Epilogue

  • January 8th, 2015
  • Russell Weigel
  • Comments Off on SEC v. Minnesota 504 Offering: Update and Epilogue

In short, The SEC’s attempt in SEC v. Danny Garber, et al., 12-civ-9339 (S.D.N.Y.), to re-write Regulation D Rule 504 through litigation, as was argued by the defendants, ended in a settlement, which, based upon the amount of money the SEC…

The Advent of Advertising and General Solicitation of Private Placements and the Disqualification of Certain Issuers

  • September 9th, 2014
  • Russell Weigel
  • Comments Off on The Advent of Advertising and General Solicitation of Private Placements and the Disqualification of Certain Issuers

by Securities Lawyer: Russell C. Weigel, III September 23, 2013 is the day that securities issuers will be able to conduct general solicitation and advertising of private capital raises pursuant to new Regulation D Rule 506(c) (implementation of Title II…

11th Circuit Court of Appeals Affirms Dismissal of Purported Pump and Dump Scheme

  • September 9th, 2014
  • Russell Weigel
  • Comments Off on 11th Circuit Court of Appeals Affirms Dismissal of Purported Pump and Dump Scheme

On May 22, 2014 the U.S. Eleventh Circuit Court of Appeals, in a fourteen page unpublished opinion, affirmed a district court’s dismissal of an amended complaint with prejudice. The plaintiff alleged claims for relief for sales of unregistered securities, securities…

SEC Argues Minnesota’s 2006 Securities Registration Exemption Fails to Comply with Rule 504’s Requirements, Current Implications and Risks for Securities Attorneys

  • July 24th, 2014
  • Russell Weigel
  • Comments Off on SEC Argues Minnesota’s 2006 Securities Registration Exemption Fails to Comply with Rule 504’s Requirements, Current Implications and Risks for Securities Attorneys

The United States Securities and Exchange Commission (the “SEC”) recently alleged in a civil complaint a legal position that potentially places a common interpretation of Minnesota’s securities registration exemptions at risk of violating federal securities laws. In December 2012, the…

SEC Enforcement Actions for Civil Penalties: The Road Ahead after Gabelli v. SEC

  • July 24th, 2014
  • Russell Weigel
  • Comments Off on SEC Enforcement Actions for Civil Penalties: The Road Ahead after Gabelli v. SEC

In Gabelli v. SEC, decided in February 2013, the Supreme Court unambiguously prohibited the Securities and Exchange Commission (the “SEC”) from bringing enforcement actions seeking civil penalties in cases of fraud after the applicable statute of limitations period has elapsed….

JOBS Act 2.0 Summary – Proposed Legislation

  • July 21st, 2014
  • Russell Weigel
  • Comments Off on JOBS Act 2.0 Summary – Proposed Legislation

Jumpstart Our Business Start-Ups Investment Liquidity Act Summary This Act will facilitate investment liquidity of Securities, including those issued in JOBS Act and other small company transactions. The principal features of the Act are to amend sections 4(1), 18(a)(1), and…

Russell C. Weigel, III, in the Media

  • July 1st, 2014
  • Russell Weigel
  • Comments Off on Russell C. Weigel, III, in the Media

Russell Weigel’s Continuing Legal Education Events – “Private Placement Agreements,” National Business Institute Teleconference on 9/29/2014. “The New Crowdfunding Exemptions for Small Businesses,” National Business Institute Teleconference on 7/18/2013. “Securities Law 101,” National Business Institute Teleconference on 10/08/2013. “Private Placement Agreements,” National Business…

July 18, 2013 – “The New Crowdfunding Exemptions for Small Businesses” Webinar

  • July 10th, 2013
  • Russell Weigel
  • Comments Off on July 18, 2013 – “The New Crowdfunding Exemptions for Small Businesses” Webinar

Thursday, July 18, 2013 – “The New Crowdfunding Exemptions for Small Businesses” Webinar, sponsored by the National Business Institute. For more information and registration for my webinar visit the NBI homepage and search for “The New Crowdfunding Exemptions for Small…

Annual Report Planning or Avoiding SEC March Madness

  • March 7th, 2013
  • Russell Weigel
  • Comments Off on Annual Report Planning or Avoiding SEC March Madness

by Securities Litigation Expert: Russell C. Weigel, III[1] Achievement of a timely filed annual report became more difficult and riskier in 2013 due to the SEC’s XBRL protocol implementation (the coding of financial statements). Greater filing difficulty is anticipated due…