On June 25, 2024 the SEC announced civil fraud charges against two former CEOs for their roles in an alleged market manipulation scheme that resulted in $137.5 million being raised in an at-the-market (ATM) offering in connection with a merger. According to the SEC's announcement, the defendants allegedly "told certain investors and consultants-and hinted via social media-that [a preferred stock] dividend would force short sellers to exit their positions and trigger a 'short squeeze' that would artificially raise the stock price." The SEC's complaint includes a copy of a tweet sent by one of the defendants (see below) and alleges it "kicked off a series of tweets designed to promote the short squeeze theory and encourage investors to purchase [the issuer's] common stock." According to the next paragraph of the complaint, this defendant "testified during the SEC's investigation that his tweet had nothing to do with the concept of a short squeeze." In commenting on the alleged manipulation scheme, the Director of the SEC's Fort Worth Regional Office stated "[t]his conduct is particularly alarming because it involves public company CEOs who were more concerned with 'burning the shorts' than creating long-term value for shareholders." The issuer settled civil charges with the SEC on the same date the complaint was filed against the former CEOs. #securitieslaw #securitiesregulation
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Charles & Colvard has received a Nasdaq non-compliance notice for delayed SEC filings, but the company is actively working to address the issue. With a compliance plan due by December 17, they’re taking steps to maintain their listing status. Learn more: https://lnkd.in/g9DE82TB #NasdaqCompliance #InvestorNews #BusinessUpdate #CharlesColvard #StockMarketNews #FinancialCompliance #CorporateUpdate #SECFilings #NasdaqListing #MarketInsights #canadianjeweller #timeshiners
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Although burdensome disclosure rules may be gone, when it comes to buybacks, the regulatory heat is still on, John Jenkins of CCRcorp cautions. Corporate Securities expert Lenin E. Lopez advises having the company’s general counsel send an email to executive officers to confirm that the company is not in possession of material nonpublic information (MNPI) before initiating a share buyback. #wsinthenews #buybacks #nonpublicinformation https://lnkd.in/eXp6GaPe
Buybacks: The Rules May be Gone, But the Heat is Still On
https://www.thecorporatecounsel.net/blog
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The NYSE filed an application with the SEC proposing a rule change that would exempt registered closed-end funds from the annual shareholder meeting requirement. Read more on the proposed rule change in our article below. #NYSE #SEC #ClosedEndFunds #InvestmentServices
NYSE Proposes to Exempt Registered Closed-End Funds from Annual Shareholder Meeting Requirement | Publications | Vedder Thinking | Vedder Price
vedderprice.com
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To Shareholders and Followers: IJJ Corporation remains operational and will provide updates on its business plan through OTCMarket. I want to clarify that the cancellation of funding and the merger resulted from my breach of the LOI and, more critically, unresolved dark periods—undisclosed reporting periods between 2005 and 2009. These issues likely led to the cancellations, regardless of the LOI. In 2016, I was informed about a curing issue but lacked guidance on how to address the trading denial for a 144 grid. I did not address this issue properly and subsequently ignored it. After the funding and merger were canceled, I consulted a stock clearinghouse underwriter. I was advised that the investment banking firm might have discovered or been instructed to halt stock issuances due to these unresolved dark periods. Brokers cannot endorse any investments with IJJ Corporation or represent any trading transactions until these reporting issues are formally resolved. Additionally, the SEC is likely to deny Regulation exemptions for free trading shares until IJJ Corporation addresses these dark periods. To resolve these issues, IJJ Corporation must submit audited financial statements to the SEC, including three Form 10-Q filings and one Form 10-K filing for the annual audit. Meeting these requirements will ensure compliance with SEC regulations and facilitate share issuance.
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It's All About the Registers, Baby. Or should that be The Importance of Being Earnest (about your Register of Members)? An important article about an underappreciated area for companies and their shareholders. #ShareholderDisputes #CompaniesHouse #CompanySecretarial
Earlier in the year, Richard Dawson-Gerrard and I attended the Court of Appeal to represent a client who's shares had been transferred to her ex-daughter-in-law using a forged stock transfer form. Our latest article explores the Court of Appeal judgment, which unanimously determined that a register of members is conclusive, even if it is updated via forgery. Learn what this means for you as a shareholder and how you can protect your investments by reading the full article below. #Litigation #ShareholderDisputes #Insolvency #CompaniesHouse https://lnkd.in/ekdMH2iD
Shareholders beware: your limited protections against a forged stock transfer
mills-reeve.com
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Is Insider Trading always illegal? 🚫 ● An insider is a person who has either access to important non-public information about a company or ownership of stock more than 10% of a firm's equity. Ex; Board of directors, high-level executives. ● Insiders are permitted to buy and sell shares legally, but the transactions must be registered with the Securities and Exchange Commission (SEC). ● Often, a CEO purchasing shares can influence the price movement of that stock. ● The SEC monitors illegal insider trading by looking at trading volumes. When the volume increase without any news released by or about the company, they investigate on it. ● Illegal use of non-public material information is generally used for higher profits. This can be done by anyone including company executives, their friends, as long as the information is not publicly known. So, insider trading is not always illegal ✅️ #finance #financeknowledge #blogs #knowledgeshare #insidertrading #insiders
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On September 25, 2024, the Securities and Exchange Commission (SEC) settled charges of more than $3.8 million against 23 entities and individuals (including Alphabet and Goldman Sachs) for failure to timely report their stock holdings in public companies under Sections 13 and 16 of the Exchange Act (compared to September 2023 where the SEC charged 6 officers, directors and large stockholders). Section 13 requires a stockholder owning 5% or more of a class of equity securities registered under Section 12 of the Exchange Act to file a Schedule 13D or Schedule 13G, as applicable, to report its stock ownership and Section 16 requires all officers, directors and stockholders owning 10% or more of a class of equity securities registered under Section 12 of the Exchange Act to file Form 3s, 4s and 5s, as applicable, to report their stock ownership within certain deadlines as set forth under the Exchange Act. As a reminder, on September 30, 2024, the SEC's amendments to Schedule 13G filings went into effect. For more information, see: https://lnkd.in/g4AgmwnW #SEC #securitiesandexchangecommission #NYSE #Nasdaq #Cboe #stockmarket #stocks #finance #womeninlaw #secenforcement
Nazia Khan | Corporate & Securities Law Blog |
corporatesecuritieslawblog.com
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The SEC has adopted new Rule 15-01(a)and amended rule 1-02(d) and the instructions to Forms S-4 and F-4 to align the definition of “audit” with IPO requirements. #SecuritiesLawBlog #SEC #ALCLAW
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The SEC has adopted new Rule 15-01(a)and amended rule 1-02(d) and the instructions to Forms S-4 and F-4 to align the definition of “audit” with IPO requirements. #SecuritiesLawBlog #SEC #ALCLAW
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For the first time, the Higher Regional Court of Frankfurt/M has used the stock market price as the primary basis for estimating the fairness of the compensation for minority shareholders in a merger squeeze-out. The court ruling takes the next step after the Federal Court of Justice recently recognized the suitability of stock market prices for assessing compensation payments. In a short discussion in DER BETRIEB, my colleague Hartwin Bungert and I summarize the impact of the new court ruling on practice and the continued importance of valuations based on fundamental value even after the decision. The court ruling also includes interesting statements on a preceding public takeover offer and the impact of the COVID-19 pandemic on stock market prices. The article can be found at (Paywall): https://lnkd.in/eJwwuwK2
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