Welcome back after your July 4 Holiday. Hope you had a great one.
In case you missed it, on July 2 the SEC issued a release entitled “SEC Announces Enforcement Initiatives to Combat Financial Reporting and Microcap Fraud and Enhance Risk Analysis.”
So if you are a small company looking to go public, or advising such a company, picking the right professionals to deal with is even more important. Look at what the SEC says: The principal goal of the Task Force will be to develop and implement long-term strategies for detecting and combating fraud in the microcap market, especially by targeting “gatekeepers,” such as attorneys, auditors, broker-dealers, and transfer agents, and other significant participants, such as stock promoters and purveyors of shell companies.
We certainly believe this means hiring the right professional firm to help you go public is even more important.
Pay particular attention if you are considering going public with a reverse merger with a public shell, something we have cautioned about for years. Note again who the SEC is targeting: Other significant participants, such as stock promoters and purveyors of shell companies.
You certainly don’t want to find yourself in the middle of an SEC Enforcement investigation due to the professional firm or shell company purveyor you are using to take you public.
We’re pleased to discuss our track record as well as that of all the professionals we deal with in taking small companies public. You’ll note our Track Record is even posted on our site.
We note again that our principal attorney, Michael T. Williams, Esq., began his career as a Staff Attorney with the U.S. Securities and Exchange Commission, Washington DC. Here’s his resume.
Here’s the entire text of the release:
Washington, D.C., July 2, 2013 — The Securities and Exchange Commission today announced three new initiatives that will build on its Division of Enforcement’s ongoing efforts to concentrate resources on high-risk areas of the market and bring cutting-edge technology and analytical capacity to bear in its investigations. The initiatives are:
- The Financial Reporting and Audit Task Force dedicated to detecting fraudulent or improper financial reporting, whose work will enhance the Division’s ongoing enforcement efforts related to accounting and disclosure fraud.
- The Microcap Fraud Task Force targeting abusive trading and fraudulent conduct in securities issued by microcap companies, especially those that do not regularly publicly report their financial results.
- The Center for Risk and Quantitative Analytics employing quantitative data and analysis to profile high-risk behaviors and transactions and support initiatives to detect misconduct, increasing the Division’s ability to investigate and prevent conduct that harms investors.
“These initiatives build on the Division’s unmatched record of achievement and signal our increasingly proactive approach to identifying fraud. By directing resources, skill, and experience to high-impact areas, we will increase the potential for uncovering financial statement and microcap fraud early and bring more cases aimed at deterring these types of unlawful activity,” said Andrew J. Ceresney, Co-Director of the Division of Enforcement.
“The best investigative ideas usually come from the grass roots – staff in the field observing the market first-hand,” said George S. Canellos, Co-Director of the Division of Enforcement. “A key objective of the Center for Risk and Quantitative Analytics will be to assist these staff members, bringing them analytical techniques and computing capacity with special expertise in data mining, and help them translate their valuable ideas into timely, thoughtful, and targeted investigations of national scope.”
Financial Reporting and Audit Task
The Financial Reporting and Audit Task Force will concentrate on expanding and strengthening the Division’s efforts to identify securities-law violations relating to the preparation of financial statements, issuer reporting and disclosure, and audit failures. The principal goal of the Task Force will be fraud detection and increased prosecution of violations involving false or misleading financial statements and disclosures. The Task Force will focus on identifying and exploring areas susceptible to fraudulent financial reporting, including on-going review of financial statement restatements and revisions, analysis of performance trends by industry, and use of technology-based tools such as the Accounting Quality Model. It will include Enforcement attorneys and accountants from across the country, working in close consultation with the Division’s Office of the Chief Accountant, the SEC’s Office of the Chief Accountant, the Division of Corporation Finance, and the Division of Economic and Risk Analysis. David Woodcock, Director of the Fort Worth Regional Office, will serve as Chairman of the Task Force, and Margaret McGuire, Senior Counsel to the Directors, will serve as Vice-Chair.
Microcap Fraud Task Force
The Microcap Fraud Task Force will investigate fraud in the issuance, marketing, and trading of microcap securities. These abuses frequently involve serial violators and organized syndicates that employ new media, especially websites and social media, to conduct fraudulent promotional campaigns and engage in manipulative trading strategies to amass ill-gotten gains, largely at the expense of less sophisticated investors. The principal goal of the Task Force will be to develop and implement long-term strategies for detecting and combating fraud in the microcap market, especially by targeting “gatekeepers,” such as attorneys, auditors, broker-dealers, and transfer agents, and other significant participants, such as stock promoters and purveyors of shell companies.
The Microcap Fraud Task Force will build on the extensive and successful work of the Microcap Fraud Working Group – created in 2010 to bring together enforcement and examination staff with common interests in detecting and preventing microcap fraud – in amassing data, developing new approaches to investigations in this sector of the market, and forging relationships with criminal law enforcement authorities. The Task Force will not replace the Working Group but will differ from it in that it will consist of staff dedicated exclusively to investigation of participants in the microcap securities market. Elisha Frank, Assistant Regional Director in the Miami Regional Office, and Michael Paley, Assistant Regional Director in the New York Regional Office, will lead the Task Force.
Center for Risk and Quantitative Analytics
The Center for Risk and Quantitative Analytics (CRQA) will support and coordinate the Division’s risk identification, risk assessment and data analytic activities by identifying risks and threats that could harm investors, and assist staff nationwide in conducting risk-based investigations and developing methods of monitoring for signs of possible wrongdoing. It will work in close association with other Commission offices and divisions, especially the Division of Economic and Risk Analysis, and provide guidance to the Enforcement Division’s leadership on how to allocate resources strategically in light of identified risks. As a central point of contact for risk-based initiatives nationwide, CRQA will serve as both an analytical hub and source of information about characteristics and patterns indicative of possible fraud or other illegality. Lori Walsh, formerly Deputy Chief of the Office of Market Intelligence, will lead the CRQA.
If you are a small company considering going public and looking for qualified SEC counsel, please contact us for more information.