what is a securities offerings lawyer

Full Answer

What does a securities lawyer do?

A securities lawyer is an attorney that specializes in the often complex and changing laws and regulations that apply to financial investments. These specialists can provide significant benefits to you both in planning your investments as well as in recovering any losses from wrongdoing.

What are securities laws?

Securities laws are the laws and regulations governing financial instruments such as stocks, mutual funds, and bonds. These rules are designed in part to prevent fraud, insider training, and market manipulation, while also promoting transparency through a complex system of reporting and enforcement.

Do I need a securities lawyer for my brokerage agreement?

Finally, a securities lawyer can represent you in any litigation arising from your investments, to include a shareholder's derivative action, a class action suit, or a suit against your broker. Because many broker agreements contain arbitration clauses, you may be limited in your ability to pursue an action against your broker in court.

Is this securities law blog post legal advice?

This securities law blog post is provided as a general informational service to clients and friends of Hamilton & Associates Law Group and should not be construed as, and does not constitute legal advice on any specific matter, nor does this message create an attorney-client relationship.

What does securities mean in law?

A security is an investment in a business. It can take the form of shares of stock, bonds, a package of loans or mortgages offered for sale by a financial institution or a financial instrument representing investment in a company or an international project.

What is the purpose of securities law?

The Securities Act serves the dual purpose of ensuring that issuers selling securities to the public disclose material information, and that any securities transactions are not based on fraudulent information or practices.

What do securities litigators do?

Securities litigators represent individuals and corporations in securities class actions, stock-drop cases, and derivative actions. The work is in some ways similar to criminal defense work, determining what your client has done, whether it violates securities regulations, and how to defend the case.

What do securities lawyers do Canada?

Advising issuers and underwriters through a wide range of equity and debt financings, including start-up financing, mezzanine financing, public offerings and private placements. Structuring of corporate finance transactions. Advising on securities regulatory requirements for public offerings and private placements.

What do securities mean?

Securities are fungible and tradable financial instruments used to raise capital in public and private markets. There are primarily three types of securities: equity—which provides ownership rights to holders; debt—essentially loans repaid with periodic payments; and hybrids—which combine aspects of debt and equity.

Do securities laws apply to private companies?

Say It Again: Private Companies Are Subject to the Federal Securities Laws. It is a point I have made before but it is worth saying again – private companies are not immune from scrutiny under the federal securities laws.

What is a securities class action lawsuit?

A securities class action is a representative lawsuit brought on behalf of a group of investors who have suffered a financial loss in a particular stock, bond or investment fund.

What is the meaning of securities in banking?

A security, in a financial context, is a certificate or other financial instrument that has monetary value and can be traded. Securities are generally classified as either equity securities, such as stocks and debt securities, such as bonds and debentures.

What are securities Canada?

Securities, an instrument that represents ownership ( equity securities), a creditor relationship ( debt obligation), or other right to ownership ( option). Canadian securities laws (such as section 1(1) of the Ontario Securities Act) which define securities to be of an enumerated list of financial products.

How are securities regulated in Canada?

Canada currently does not have a federal securities regulator, as other major capital markets do. Rather, each province and territory has its own securities regulatory authority and its own set of laws, regulations, rules and policies.

Do I need to take securities regulation?

Those who want to be corporate generalists should seriously consider Securities Regulation because of the pervasive impact the federal securities laws have upon corporate financing by small business and large corporations as well as on corporate acquisition transactions and the securities markets in general.

Types of Securities Lawyers

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.

Due Diligence

A securities lawyer can play a critical role in protecting your investments.

After the Investment

A securities lawyer can advise you when you have a question as to how your account is being handled, or on issues of suspected securities fraud, mismanagement of your investments and incorrect executions, pricing and margin calls.

Securities Arbitration and Litigation

Finally, a securities lawyer can represent you in any litigation arising from your investments, including a shareholder’s derivative action, a class action suit, or a suit against your broker, or for a financial professional, defending you from such claims.

Transactional Securities Lawyers

Securities lawyers also frequently represent corporate clients in the transactional work involved with initial public offerings, private sales of securities, issuance of stock or other securities, and mergers and acquisitions.

Questions? Talk to a Securities Lawyer

The securities lawyers at Sallah Astarita & Cox, LLC have 100 years of combined experience as SEC Staff attorneys and brokerage firm attorneys. If you have a question about securities law, or whether a securities lawyer can help you, call them at 212-509-6544.

What is equity securities?

Equity securities grant partial ownership interest to the purchaser, or stockholder. For equity offerings, a company files articles of incorporation specifying the amount and type of stock it plans to issue. To protect investors, state and federal regulations also require companies to disclose specific information to stockholders.

Do companies have to disclose information to stockholders?

To protect investors, state and federal regulations also require companies to disclose specific information to stockholders. Unless specifically exempt under the Securities Act, companies are required to file a registration statement with the SEC providing key information about the company, its securities and the offering. ...

Securities Act

The Securities Act regulates offers and sales of securities in the United States. Unless an offering qualifies for an exemption from registration, the Securities Act requires the company to file a registration statement containing information about itself, the securities it is offering, and the offering.

Exchange Act

The Exchange Act requires companies that have an effective registration statement or meet certain thresholds to report information regularly about their business operations, financial condition, and management. These companies must file periodic reports or other information with the SEC.

Securities Law Home Page

SECLaw.com has been providing information to the Internet community regarding the US securities laws since 1995. Our site has developed and expanded over the years, and we have organized the information in a couple of ways.

Securities Law Primers

You will find that our commentary and articles while written by lawyers, are written for non-lawyers, so that to the extent possible, we avoid legal jargon.

Conclusion

Our site is big – after all it covers a big topic, and has been online for over 20 years. Browse around, use the search engine links to find what you want, and if you can’t find it, send us an email at webmaster@seclaw.com

What is the US law on securities?

One aspect of US securities laws that frequently trips up the unwary is the fact that US law regulates both the offer and the sale of securities. This is unlike most other securities regulation regimes, and it seems counterintuitive to most folks. After all, if you offer securities in a way you shouldn’t have and no-one buys anything, no harm, ...

Can you sell securities to the public?

The Securities Act of 1933 says that you cannot offer or sell securities to the public unless (a) the offering is registered with the SEC, or (b) there is an available exemption from registration.

Why Should You Be Represented by Attorney Lisa Bragança?

Few lawyers are as qualified to represent you against securities offering fraud allegations as attorney Lisa Bragança. She is a former Branch Chief in the Division of Enforcement of the Chicago Office of the Securities and Exchange Commission. She is a member of the Women’s White Collar Defense Association (WWCDA).

What Actions Constitute Securities Offering Fraud?

There are several different types of offering fraud. Some cases involve the misrepresentation of expected returns on investments. Every investment involves risk, so issuers who promise a “guaranteed return” to investors are probably committing offering fraud. Promises of unreasonable or impossible returns may also constitute fraud.

How Does the SEC Prove That Someone Committed Offering Fraud?

If the SEC takes legal action against someone for securities offering fraud, the SEC does not need to prove that anyone relied on omission or misrepresented information before buying securities or that economic losses were sustained.

How many shareholders do you need to have to be a Pink Sheet issuer?

Generally, FINRA requires that the issuer have at least 25 shareholders who hold either registered shares or with respect to Pink Sheet listed issuers, shares that have been held by non-affiliate investors for twelve months. The majority of the 25 holders should have paid cash consideration for their shares.

Does the SEC review a S-1?

For public companies and private companies going public, an SEC review of the Form S-1 registration statement is common. Upon review, the SEC may render comments which the company and its Direct Public Offering Lawyer must address by filing amendments to its registration statement. When all of the SEC comments have been answered to the satisfaction of the SEC, it will declare the registration statement effective.

What is regulation S offering?

What is a Regulation S Offering? Going Public Lawyers. Foreign private issuers may raise capital in the U.S. by registering an offering registered on a registration statement under the Securities Act of 1933, as amended (the “Securities Act”) or by selling securities that are exempt from the SEC’s registration requirements.

What happens if a foreign private issuer fails to comply with the requirements of Regulation S?

If a foreign private issuer’s offering fails to comply with the requirements of Regulation S, the issuer may rely upon other exemptions from registration. Securities may also be offered and sold outside the U.S. pursuant to Regulation S at the same time as those offered and sold pursuant to Regulation D. In such cases, the number of purchasers and ...

Do foreign issuers have to be registered to sell securities?

Many foreign issuers are not familiar with the regulations imposed by U.S. securities laws, and so must take significant precautions when offering and selling securities pursuant to an exemption from registration, to ensure compliance with state and federal securities laws.